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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2023
MIND Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-13490
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76-0210849
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation)
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File Number)
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Identification No.)
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2002 Timberloch Place, Suite 550
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The Woodlands, Texas
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77380
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 281-353-4475
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock - $0.01 par value per share
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MIND
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The NASDAQ Stock Market LLC
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Series A Preferred Stock - $1.00 par value per share
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MINDP
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 31, 2023, Nancy J. Harned resigned as a member of the Board of Directors (the “Board”) of MIND Technology, Inc., a Delaware corporation (the “Company”) and the committees of the Board on which she served. Ms. Harned’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
At this time, the Board has decided not to fill the vacancy on the Board created by Ms. Harned’s resignation. Pursuant to the Bylaws of the Company, the Board reduced the number of directors from six to five to eliminate the vacant position created by the resignation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MIND Technology, Inc.
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November 1, 2023
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By: |
/s/ Robert P. Capps |
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Name: Robert P. Capps
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Title: President and Chief Executive Officer
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