Filing Analysis
MIND Technology, Inc. reported the results of its 2026 Virtual Annual Meeting of Stockholders held on July 22, 2026. All proposed items, including director elections and auditor ratification, were approved by shareholders.
📋 Key Facts
- The company held a Virtual Annual Meeting of Stockholders on July 22, 2026.
- Five nominees (Peter H. Blum, Robert P. Capps, William H. Hilarides, Thomas S. Glanville, and Alan P. Baden) were re-elected to the Board of Directors.
- Shareholders approved the Sixth Amendment to the Stock Awards Plan, increasing authorized shares by 400,000.
- Named Executive Officer compensation was approved on an advisory basis.
- Baker Tilly US, LLP was ratified as the independent registered public accounting firm for the fiscal year ending January 31, 2027.
MIND Technology, Inc. filed an 8-K to announce the release of its financial results for the fiscal quarter ended April 30, 2026. The filing serves as a vehicle to furnish a press release containing both GAAP and non-GAAP financial measures.
📋 Key Facts
- Financial results reported for the fiscal quarter ended April 30, 2026.
- Press release issued and furnished as Exhibit 99.1 on June 10, 2026.
- The company utilized non-GAAP financial measures and provided quantitative reconciliations to GAAP.
- A conference call was scheduled to discuss the earnings results.
MIND Technology, Inc. announced its financial results for the fiscal quarter and full year ended January 31, 2026. The company furnished a press release containing both GAAP and non-GAAP financial measures and scheduled a conference call to discuss the results.
📋 Key Facts
- Reporting period covers the fiscal quarter and year ended January 31, 2026.
- The filing was made under Item 2.02 (Results of Operation and Financial Condition) and Item 7.01 (Regulation FD Disclosure).
- The company utilized non-GAAP financial measures and provided reconciliations to GAAP in the attached press release.
- The report was signed by CEO Robert P. Capps on April 15, 2026.
MIND Technology, Inc. filed an 8-K to announce the release of its financial results for the fiscal quarter ended October 31, 2025. The filing serves as a vehicle to furnish the earnings press release and provide notice of an upcoming conference call.
📋 Key Facts
- Reported date: December 9, 2025
- Fiscal period covered: Quarter ended October 31, 2025
- The company issued a press release containing non-GAAP financial measures with quantitative reconciliations to GAAP.
- A conference call was scheduled to discuss the earnings results.
MIND Technology, Inc. filed an 8-K to announce the release of its financial results for the fiscal quarter ended July 31, 2025. The filing includes a press release containing non-GAAP financial measures and information regarding an upcoming earnings conference call.
📋 Key Facts
- Financial results announced for the fiscal quarter ended July 31, 2025.
- The company issued a press release (Exhibit 99.1) containing non-GAAP financial measures.
- A conference call was scheduled to discuss the earnings results.
MIND Technology, Inc. entered into an equity distribution agreement with Lucid Capital Markets LLC to facilitate the sale of up to $25 million in common stock via an at-the-market (ATM) offering. Simultaneously, the Board authorized a $4.0 million share repurchase program.
🚩 Red Flags
- Related-party transaction: Peter H. Blum, a director of MIND Technology, is the Vice Chairman of the Agent (Lucid Capital Markets LLC) facilitating the $25M offering.
- Potential dilution: The ATM offering allows for significant issuance of new common stock to fund working capital and acquisitions.
📋 Key Facts
- Entered into Sales Agreement with Lucid Capital Markets LLC on August 28, 2025.
- The agreement allows for the sale of up to $25.0 million in common stock through an 'at-the-market' (ATM) offering.
- Agent compensation is capped at 2.0% of gross proceeds.
- Authorized a share repurchase program of up to $4.0 million, effective immediately through August 31, 2027.
- The equity offering will be conducted under an existing S-3 registration statement declared effective May 1, 2025.
MIND Technology, Inc. reported the results of its 2025 Virtual Annual Meeting of Stockholders held on July 17, 2025. All proposals, including director elections and auditor ratification, were approved by shareholders.
📋 Key Facts
- Annual meeting held on July 17, 2025.
- Five directors (Peter H. Blum, Robert P. Capps, William H. Hilarides, Thomas S. Glanville, and Alan P. Baden) were re-elected to the Board.
- Stockholders approved the Fifth Amendment to the Stock Awards Plan, increasing authorized shares by 400,000.
- Named Executive Officer compensation was approved on an advisory basis.
- Moss Adams LLP was ratified as the independent registered public accounting firm for the fiscal year ending January 31, 2026.
MIND Technology, Inc. filed an 8-K to announce the release of its financial results for the fiscal quarter ended April 30, 2025. The filing serves as a formal vehicle to furnish the earnings press release and related non-GAAP reconciliations.
📋 Key Facts
- Reporting period: Fiscal quarter ended April 30, 2025.
- Filing date: June 10, 2025.
- The company issued a press release containing financial results and non-GAAP measures (Exhibit 99.1).
- Management scheduled a conference call to discuss the earnings results.
MIND Technology, Inc. announced that its independent auditor, Moss Adams LLP, resigned following a merger with Baker Tilly US, LLP. The company has appointed Baker Tilly as its successor auditor.
🚩 Red Flags
- None identified; the change is driven by a merger of the audit firm rather than internal disputes.
📋 Key Facts
- Moss Adams LLP merged with Baker Tilly US, LLP effective June 3, 2025.
- Moss Adams resigned as the Company's auditor due to the merger.
- The Audit Committee approved the engagement of Baker Tilly US, LLP as the successor auditor.
- The previous audit reports for years ended January 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications.
- No disagreements with Moss Adams regarding accounting principles, practices, or auditing scope were reported.
MIND Technology, Inc. announced the scheduling of its 2025 Annual Meeting of Stockholders to be held virtually on July 17, 2025. The filing includes notice regarding deadlines for stockholder proposals and director nominations.
📋 Key Facts
- Annual Meeting scheduled for Thursday, July 17, 2025, at 9:00 a.m. CT.
- Meeting will be held virtually.
- Record date for stockholders is the close of business on May 19, 2025.
- Deadline for submission of stockholder proposals and director nominations is May 26, 2025.
MIND Technology, Inc. has issued an 8-K to announce its financial results for the fiscal quarter and year ended January 31, 2025. The filing serves as a formal notice that earnings data is being released via press release.
📋 Key Facts
- Financial results announced for the fiscal quarter and year ended January 31, 2025.
- The company issued a press release (Exhibit 99.1) containing both GAAP and non-GAAP financial measures.
- A conference call was scheduled to discuss the earnings results.
MIND Technology, Inc. entered into a new employment agreement with its current Vice President and Chief Financial Officer, Mark A. Cox, effective January 24, 2025. The agreement outlines his salary, bonus eligibility, equity compensation, and severance terms for a two-year term.
📋 Key Facts
- Effective Date of employment agreement: January 24, 2025.
- Executive: Mark A. Cox, Vice President and Chief Financial Officer.
- Base Salary: $270,000 per annum (cannot be decreased).
- Term: Two years, with automatic one-year extensions unless 60 days' notice is provided.
- Severance: If terminated without Cause or by Executive for Good Reason, severance equals Base Salary plus the greater of the most recent Annual Bonus or 25% of Base Salary.
- Restrictive Covenants: Includes a 12-month non-compete and non-solicitation clause contingent upon severance receipt.
MIND Technology, Inc. reported the results of its 2024 Virtual Annual Meeting of Stockholders held on December 12, 2024. All proposed items, including director elections and auditor ratification, were approved by shareholders.
📋 Key Facts
- Five directors (Peter H. Blum, Robert P. Capps, William H. Hilarides, Thomas S. Glanville, and Alan P. Baden) were re-elected to the Board.
- Shareholders approved the Fourth Amendment to the Stock Awards Plan, increasing authorized shares by 200,000.
- Named Executive Officer compensation was approved on an advisory basis.
- Shareholders voted for a 1-year frequency for future advisory votes on executive compensation.
- Moss Adams LLP was ratified as the independent registered public accounting firm for fiscal year ending January 31, 2025.
MIND Technology, Inc. filed an 8-K to announce the release of its financial results for the fiscal quarter ended October 31, 2024. The filing serves as a formal notice that earnings data and non-GAAP reconciliations are being furnished via press release.
📋 Key Facts
- Company announced financial results for the fiscal quarter ended October 31, 2024.
- The announcement was made via a press release dated December 10, 2024.
- The filing includes non-GAAP financial measures with quantitative reconciliations to GAAP measures.
- A conference call was scheduled to discuss the earnings results.
MIND Technology, Inc. filed an 8-K to announce the release of its financial results for the fiscal quarter ended July 31, 2024. The filing serves as a formal notice that earnings data and non-GAAP reconciliations are being furnished via press release.
🚩 Red Flags
- None identified in this specific filing text; however, the cautionary note mentions risks including supply chain disruptions and potential recessionary impacts on liquidity.
📋 Key Facts
- Report date: September 11, 2024
- Fiscal quarter ended: July 31, 2024
- The company issued a press release (Exhibit 99.1) containing financial results and non-GAAP measures.
- Management scheduled a conference call to discuss the earnings results.
MIND Technology, Inc. has completed the automatic conversion of its 9.00% Series A Cumulative Preferred Stock into common stock. Each share of preferred stock was converted into 3.9 shares of common stock, effective September 4, 2024.
🚩 Red Flags
- Significant dilution: The conversion of preferred stock into common stock increases the total share count, which typically dilutes existing common shareholders.
- Capital structure restructuring: Such conversions are often used to clean up a balance sheet or satisfy debt/preferred obligations, sometimes indicating liquidity pressures.
📋 Key Facts
- Conversion effective date: September 4, 2024, at 4:01 p.m. ET.
- Conversion ratio: 1 share of Series A Preferred Stock to 3.9 shares of Common Stock.
- The conversion was approved by stockholders during a virtual special meeting on August 29, 2024.
- Series A preferred stock has been cancelled and retired; it is no longer issued or outstanding.
- Fractional shares were rounded down to the nearest whole number.
MIND Technology, Inc. held a special meeting of preferred stockholders where shareholders approved an amendment to convert 9.00% Series A Cumulative Preferred Stock into common stock at a ratio of 3.9 shares per share.
🚩 Red Flags
- Potential dilution for existing common shareholders due to the conversion of preferred stock into common equity.
- The conversion ratio (3.9:1) suggests a significant influx of new common shares into the float if triggered.
📋 Key Facts
- Special Meeting held on August 29, 2024, regarding the conversion of Series A Preferred Stock.
- Quorum was met with 1,346,322 shares (80% of outstanding Series A) represented by proxy or virtually.
- The proposal to convert each share of $1.00 par value Series A Preferred Stock into 3.9 shares of $0.01 par value common stock was approved.
- Voting results: 1,195,342 For; 140,459 Against; 10,521 Abstentions.
MIND Technology, Inc. has commenced a solicitation of votes from certain preferred stock holders to approve an amendment to the Certificate of Designations, Preferences and Rights for its Series A Preferred Stock.
🚩 Red Flags
- Solicitation for amendments to preferred stock rights can sometimes indicate attempts to alter liquidation preferences or voting control, though the specific nature of the amendment is not detailed in this summary filing.
📋 Key Facts
- The company mailed letters to specific preferred stock holders on August 8, 2024.
- The purpose of the communication is to solicit votes regarding an amendment to the Series A Preferred Stock's Certificate of Designations, Preferences and Rights.
- The filing was made under Item 8.01 (Other Events) and includes soliciting material pursuant to Rule 14a-12.
MIND Technology, Inc. has issued a press release announcing the rescheduling of a meeting for holders of its 9.00% Series A Cumulative Preferred Stock.
🚩 Red Flags
- Rescheduling of preferred stockholder meetings can sometimes indicate ongoing negotiations or delays in corporate restructuring/financing matters, though no specifics are provided in this filing.
📋 Key Facts
- The company is rescheduling a meeting specifically for holders of the 9.00% Series A Cumulative Preferred Stock ($1.00 par value).
- The announcement was made via an Item 8.01 'Other Events' filing on August 5, 2024.
- A press release containing the specific details of the rescheduling is attached as Exhibit 99.1.
MIND Technology, Inc. has released a new corporate presentation specifically regarding a 'Preferred Stock Proposal.' The filing is intended to solicit material under Rule 14a-12.
🚩 Red Flags
- Presence of a 'Preferred Stock Proposal' often indicates potential dilutive financing or restructuring activity.
📋 Key Facts
- The company made available a new corporate presentation on July 22, 2024.
- The presentation pertains to the 'Preferred Stock Proposal'.
- The filing is being furnished, not filed, under Section 18 of the Exchange Act.
- The report includes soliciting material pursuant to Rule 14a-12.
MIND Technology, Inc. has issued a press release regarding the rescheduling of a meeting for holders of its 9.00% Series A Cumulative Preferred Stock.
🚩 Red Flags
- Rescheduling of preferred stock holder meetings can sometimes indicate ongoing negotiations or difficulties in reaching consensus among major stakeholders.
📋 Key Facts
- The filing pertains to the rescheduling of a meeting for holders of 9.00% Series A Cumulative Preferred Stock ($1.00 par value).
- The announcement was made via a press release dated July 11, 2024.
- The event is reported under Item 8.01 (Other Events).
MIND Technology, Inc. has initiated a solicitation of votes from holders of its 9.00% Series A Preferred Stock to approve an amendment to the Certificate of Designations, Preferences and Rights.
🚩 Red Flags
- Solicitation of preferred stockholder votes often indicates a need to restructure capital, adjust dividend obligations, or change liquidation preferences, which can be precursors to restructuring or dilution.
📋 Key Facts
- The company mailed letters to certain holders of 9.00% Series A Preferred Stock on June 28, 2024.
- The purpose of the solicitation is to seek approval for an amendment to the Certificate of Designations, Preferences and Rights of the preferred stock.
- The filing includes two versions of letters (Exhibit 99.1 and 99.2) sent to preferred stockholders.
MIND Technology, Inc. is soliciting votes from holders of its 9.00% Series A Preferred Stock to approve an amendment to the Certificate of Designations, Preferences and Rights.
🚩 Red Flags
- Solicitation of votes for preferred stock amendments can sometimes signal attempts to alter liquidation preferences, conversion ratios, or dividend structures, which may impact common shareholders.
📋 Key Facts
- The company mailed letters to certain holders of 9.00% Series A Preferred Stock on April 17, 2024.
- The purpose of the communication is to solicit votes for an amendment to the Certificate of Designations, Preferences and Rights of the preferred stock.
- The filing includes two versions of letters sent to holders (Exhibits 99.1 and 99.2).
MIND Technology, Inc. failed to secure sufficient votes at its special meeting of preferred stockholders to approve a conversion of Series A Preferred Stock into common stock. The company has adjourned the meeting to June 27, 2024, in an attempt to solicit additional proxies.
🚩 Red Flags
- Failure to pass a critical preferred stock conversion proposal suggests significant shareholder opposition or lack of engagement from key stakeholders.
- The need for an adjournment to solicit more proxies indicates the company is struggling to reach the required threshold for its restructuring/capitalization plan.
📋 Key Facts
- Special Meeting held on June 13, 2024, regarding Proposal No. 1 (Preferred Stock Conversion).
- Proposal No. 1: Amendment to convert each share of 9.00% Series A Cumulative Preferred Stock into 3.9 shares of common stock.
- Quorum was met with 67.60% of common stock represented (1,137,719 shares).
- The Preferred Stock Proposal failed to receive sufficient votes for approval during the meeting.
- The Adjournment Proposal passed with 792,112 'For' votes and 324,281 'Against' votes.
- The Special Meeting is reconvened for June 27, 2024, at 9:00 a.m. Central Time.
MIND Technology, Inc. filed an 8-K to announce the release of its financial results for the fiscal quarter ended April 30, 2024. The filing serves as a formal mechanism to furnish earnings press releases and non-GAAP reconciliations.
🚩 Red Flags
- None identified in this specific filing; it is a routine earnings announcement.
📋 Key Facts
- Report date: June 10, 2024
- Reporting period: Fiscal quarter ended April 30, 2024
- The company issued a press release containing financial results (Exhibit 99.1)
- The filing includes non-GAAP financial measures with quantitative reconciliations to GAAP figures.
MIND Technology, Inc. announced the rescheduling of a meeting for holders of its 9.00% Series A Cumulative Preferred Stock and is actively soliciting votes to amend the Certificate of Designations, Preferences and Rights.
🚩 Red Flags
- Active solicitation for amendments to preferred stock rights often indicates a restructuring of capital or attempts to alter creditor/investor protections (e.g., liquidation preferences or conversion terms).
📋 Key Facts
- Rescheduled the meeting of holders of 9.00% Series A Cumulative Preferred Stock ($1.00 par value).
- Mailed letters on May 30, 2024, to certain preferred stock holders to solicit votes.
- The solicitation concerns an amendment to the Certificate of Designations, Preferences and Rights for the Series A Preferred Stock.
MIND Technology, Inc. announced a rescheduling of the meeting for holders of its 9.00% Series A Cumulative Preferred Stock and a revision to the proposed amendment terms. The revised proposal includes a conversion feature where each share of preferred stock could be converted into 3.9 shares of common stock.
🚩 Red Flags
- Potential significant dilution for existing common shareholders due to the proposed conversion ratio (3.9:1).
- The rescheduling of shareholder meetings can sometimes indicate difficulty in reaching consensus or securing necessary votes for restructuring.
📋 Key Facts
- Rescheduled meeting for holders of 9.00% Series A Cumulative Preferred Stock, $1.00 par value per share.
- Revised amendment terms: Each share of preferred stock may convert into 3.9 shares of common stock at the Board's discretion.
- The Board must decide to file the Amendment with the Secretary of State of Delaware prior to July 31, 2024.
- Company issued a new corporate presentation regarding the Preferred Stock Proposal.
MIND Technology, Inc. filed an 8-K to announce its financial results for the fiscal quarter and year ended January 31, 2024. The filing serves as a vehicle to furnish the earnings press release via Exhibit 99.1.
🚩 Red Flags
- No specific red flags identified in the text of this 8-K; however, the company notes general macro risks such as potential recession and supply chain disruptions.
📋 Key Facts
- Reported date: April 29, 2024
- Reporting period: Fiscal quarter and year ended January 31, 2024
- The company issued a press release containing non-GAAP financial measures with quantitative reconciliations to GAAP.
- The filing includes cautionary language regarding forward-looking statements and global economic uncertainties (COVID-19 lingering effects, supply chain, recession risks).
MIND Technology, Inc. announced the postponement of a special meeting for holders of its Series A Preferred Stock, originally scheduled for April 25, 2025.
🚩 Red Flags
- Postponement of a special meeting involving preferred stock can sometimes indicate ongoing negotiations or unresolved corporate governance issues, though the filing does not specify the reason.
📋 Key Facts
- The Company issued a press release on April 24, 2024, regarding the postponement of a shareholder meeting.
- The special meeting was for holders of Series A Preferred Stock.
- The original meeting date was scheduled for Thursday, April 25, 2025.
MIND Technology, Inc. is soliciting votes from holders of its 9.00% Series A Preferred Stock to approve an amendment to the Certificate of Designations, Preferences and Rights.
🚩 Red Flags
- Soliciting amendments to preferred stock rights often indicates a need to restructure capital, change dividend terms, or adjust liquidation preferences, which can be dilutive or unfavorable to existing common shareholders.
📋 Key Facts
- The company mailed letters to certain holders of 9.00% Series A Preferred Stock on April 12, 2024.
- The purpose of the communication is to solicit votes for an amendment to the Certificate of Designations, Preferences and Rights of the preferred stock.
- The filing includes two versions of letters sent to holders (Exhibits 99.2 and 99.3).
MIND Technology, Inc. has commenced a solicitation of proxies to amend its Certificate of Designations for its 9.00% Series A Cumulative Preferred Stock. The proposed amendment would allow the Board of Directors to convert each share of preferred stock into 2.7 shares of common stock prior to July 31, 2024.
🚩 Red Flags
- Potential significant dilution for existing common shareholders due to the conversion of preferred stock into common equity.
📋 Key Facts
- Commencement of proxy solicitation to amend Certificate of Designations for 9.00% Series A Cumulative Preferred Stock.
- Proposed conversion ratio: 1 share of preferred stock into 2.7 shares of common stock.
- The Board of Directors has the discretion to file the Amendment at any time prior to July 31, 2024.
- Company issued a press release and a new corporate presentation regarding this proposal on March 25, 2024.
MIND Technology, Inc. announced that its Board of Directors has elected not to declare a dividend on its 9.00% Series A Cumulative Preferred Stock for the fourth quarter of fiscal year 2024. This deferral results in dividends being in arrears for six consecutive quarterly periods.
🚩 Red Flags
- Cumulative dividend arrears for six quarters suggests significant liquidity or cash flow constraints.
- Automatic Board expansion triggered by non-payment, indicating potential loss of control/governance shifts toward preferred shareholders.
- Potential for increased litigation or proxy battles from Series A holders seeking to exercise voting rights.
📋 Key Facts
- Board of Directors elected not to declare a dividend on 9.00% Series A Cumulative Preferred Stock for Q4 FY2024.
- Dividends are now in arrears for six (6) quarterly dividend periods.
- Per the Certificate of Designations, the Board size will automatically increase from five to seven directors due to the dividend deferral.
- Series A Preferred Stock holders (voting as a class) can call a special meeting if they hold at least 25% of outstanding shares to elect the two additional directors.