MIND TECHNOLOGY INC
For the period ended Jan 31, 2024. Filed Apr 30, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 30, 2024
MIND$3.04-6.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a) | List of Documents Filed | |
|---|---|---|
| (i) | Financial Statements | |
| The financial statements filed as part of this Form 10-K are listed in “Index to Consolidated Financial Statements” on page F-1. | ||
| (ii) | Financial Statement Schedules | |
| Schedule II - Valuation and Qualifying Accounts | ||
| (iii) | Exhibits | |
| The exhibits required by Item 601 of Regulation S-K are listed in subparagraph (b) below. | ||
| (b) | Exhibits | |
The exhibits marked with the cross symbol (†) are filed (or furnished in the case of Exhibits 32.1 and 32.2) with this Form 10-K. The exhibits marked with the asterisk symbol (*) are management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
| Exhibit Number | Document Description | Form | Exhibit Reference |
|---|---|---|---|
| 2.1 | Agreement and Plan of Merger dated as of August 3, 2020, by and between Mitcham Industries, Inc. and MIND Technology, Inc. | Current Report on Form 8-K, filed with the SEC on August 7, 2020. | 2.1 |
| 3.1 | Amended and Restated Certificate of Incorporation of MIND Technology, Inc. | Current Report on Form 8-K, filed with the SEC on August 7, 2020. | 3.3 |
| 3.2 | Certificate of Amendment of Certificate of Incorporation of MIND Technology, Inc., effective as of October 12, 2023. | Current Report on Form 8-K, filed with the SEC on October 13, 2023. | 3.1 |
| 3.3 | Amended and Restated Bylaws of MIND Technology, Inc.. | Current Report on Form 8-K, filed with the SEC on August 7, 2020. | 3.4 |
| 3.4 | Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock | Current Report on Form 8-K, filed with the SEC on August 7, 2020. | 3.5 |
| 3.5 | Certificate of Amendment of Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock | Form 8-K filed with the SEC on September 25, 2020. | 3.1 |
| 3.6 | Second Certificate of Amendment of Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock | Registration Statement on Form S-1, filed with the SEC on October 25, 2021 | 3.5 |
| 3.7 | Third Certificate of Amendment of Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock | Form 8-K filed with the SEC on November 4, 2021. | 3.3 |
| 3.8 | Fourth Certificate of Amendment of Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock effective as of October 12, 2023 | Current Report on Form 8-K, filed with the SEC on October 13, 2023. | 3.2 |
| 3.9 | Texas Certificate of Merger, effective as of August 3, 2020 | Current Report on Form 8-K, filed with the SEC on August 7, 2020. | 3.1 |
| 3.10 | Delaware Certificate of Merger, effective as of August 3, 2020 | Current Report on Form 8-K, filed with the SEC on August 7, 2020 | 3.2 |
| 4.1† | Description of Securities | ||
| Exhibit Number | Document Description | Form | Exhibit Reference |
|---|---|---|---|
| 10.1* | Mitcham Industries, Inc. Amended and Restated Stock Awards Plan | Definitive Proxy Statement on Schedule 14A filed with the SEC on May 31, 2013. | Appendix A |
| 10.2* | First Amendment to the Mitcham Industries, Inc. Amended and Restated Stock Awards Plan | Definitive Proxy Statement on Schedule 14A filed with the SEC on May 16, 2016. | Appendix A |
| 10.3* | Second Amendment to the Mitcham Industries, Inc. Amended and Restated Stock Awards Plan | Form S-8 filed with the SEC on September 5, 2019. | 4.5 |
| 10.4* | Third Amendment to the Mitcham Industries, Inc. Amended and Restated Stock Awards Plan | Definitive Proxy Statement on Schedule 14A filed with the SEC on May 28, 2021. | Appendix A |
| 10.5* | Form of Nonqualified Stock Option Agreement under the Mitcham Industries, Inc. Stock Awards Plan | Report on Form 10-Q for the quarter ended July 31, 2006, filed with the SEC on September 12, 2006. | 10.3 |
| 10.6* | Form of Restricted Stock Agreement under the Mitcham Industries, Inc. Stock Awards Plan | Report on Form 10-Q for the quarter ended July 31, 2006, filed with the SEC on September 12, 2006. | 10.4 |
| 10.7* | Form of Incentive Stock Option Agreement under the Mitcham Industries, Inc. Stock Awards Plan | Report on Form 10-Q for the quarter ended July 31, 2006, filed with the SEC on September 12, 2006. | 10.5 |
| 10.8* | Form of Restricted Stock Agreement (Stock Awards Plan) | Current Report on Form 8-K, filed with the SEC on September 8, 2004. | 10.1 |
| 10.9* | Form of Nonqualified Stock Option Agreement (Stock Awards Plan) | Current Report on Form 8-K, filed with the SEC on September 8, 2004. | 10.2 |
| 10.10* | Form of Incentive Stock Option Agreement (Stock Awards Plan) | Current Report on Form 8-K, filed with the SEC on September 8, 2004. | 10.4 |
| 10.11* | Form of Phantom Stock Award Agreement (Stock Awards Plan) | Current Report on Form 8-K, filed with the SEC on September 8, 2004. | 10.5 |
| Exhibit Number | Document Description | Form | Exhibit Reference |
|---|---|---|---|
| 10.12* | Form of Stock Appreciation Rights Agreement (Stock Awards Plan) | Current Report on Form 8-K, filed with the SEC on September 8, 2004. | 10.6 |
| 10.13* | Form of Incentive Stock Option Agreement (2000 Stock Option Plan) | Current Report on Form 8-K, filed with the SEC on September 8, 2004. | 10.7 |
| 10.14* | Form of Nonqualified Stock Option Agreement (2000 Stock Option Plan) | Current Report on Form 8-K, filed with the SEC on September 8, 2004. | 10.8 |
| 10.15* | Summary of Non-Employee Director Compensation | Annual Report on Form 10-K for the year ended January 31, 2022, filed with the SEC on April 29, 2022 | 10.15 |
| 10.16* | Employment Agreement between the Company and Robert P. Capps, dated September 11, 2017 | Current Report on Form 8-K, filed with the SEC on September 15, 2017. | 10.1 |
| 10.17 | Amended and Restated Equity Distribution Agreement, dated as of September 25, 2020, by and between MIND Technology, Inc. and Ladenburg Thalmann & Co. Inc. | Current Report on Form 8-K, filed with the SEC on September 25, 2020. | 1.1 |
| 10.18 | Separation and Release Agreement, dated the Effective Date, between the Company and Dennis P. Morris. | Current Report on Form 8-K, filed with the SEC on April 20, 2022. | 10.1 |
| 10.19 | Loan and Security Agreement, dated February 2, 2023, between the Borrowers and Sachem Capital Corp. | Current Report on Form 8-K, filed with the SEC on February 8, 2023. | 10.1 |
| 10.20 | Stock Purchase Agreement, dated August 21, 2023 | Current Report on Form 8-K, filed with the SEC on August 25, 2023. | 10.1 |
| 21.1† | Subsidiaries of MIND Technology, Inc. | ||
| 23.1† | Consent of Moss Adams LLP | ||
| 31.1† | Certification of Robert P. Capps, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | ||
| 31.2† | Certification of Mark A. Cox, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | ||
| 32.1† | Certification of Robert P. Capps, Chief Executive Officer, under Section 906 of the Sarbanes Oxley Act of 2002, 18 U.S.C. § 1350 | ||
| 32.2† | Certification of Mark A. Cox, Chief Financial Officer, under Section 906 of the Sarbanes Oxley Act of 2002, 18 U.S.C. § 1350 | ||
| Exhibit Number | Document Description | Form | Exhibit Reference |
| 101.INS† | Inline XBRL Instance Document | ||
| 101.SCH† | Inline XBRL Taxonomy Extension Schema Document | ||
| 101.CAL† | Inline XBRL Taxonomy Extension Calculation of Linkbase Document | ||
| 101.DEF† | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| 101.LAB† | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| 101.PRE† | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) | ||
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