mind20240131_10ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission file number: 000-13490

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	76-0210849
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)


2002 Timberloch Place
Suite 550
The Woodlands, Texas	77380
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code): 281-353-4475

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC
Series A Preferred Stock - $1.00 par value per share	MINDP	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Class		Outstanding at May 30, 2024
Common Stock, $0.01 par value per share		1,405,779 shares

PART III		1

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1

ITEM 11.	EXECUTIVE COMPENSATION	10

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	20

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	22

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	24

PART IV		25

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	25

SIGNATURES		26

				Committees
Name	Age	Position	Board Appt	A	C	SP	N
Peter H. Blum	67	Non-Executive Chairman of the Board	2000		_X(1)	_X(1)	_X(1)
Alan P. Baden	76	Director	2022	X	X
Robert P. Capps	70	President and Chief Executive Officer, Director	2004
Thomas S. Glanville	65	Director	2015	_X(1)	X		X
William H. Hilarides	65	Director	2019	X	X	X	X
Mark A. Cox	64	Vice President and Chief Financial Officer	-

Name and Principal Position	Fiscal Year Ended Jan 31	Salary		Stock Awards (1)		Option Awards (2)		All Other Compensation (3)		Total

Robert P. Capps	2024		285,000		—		—		13,434		298,434
President, CEO	2023		285,000		—		48,767		13,434		347,201

Mark A. Cox	2024		255,000		—		—		12,234		267,234
VP and CFO	2023		230,000		—		29,260		11,234		270,494

Name	Life Insurance Premiums		401(k) Matching Contributions		Others		Total
	$		$		$		$
Robert P. Capps		2,034		11,400		—		13,434
Mark A. Cox		2,034		10,200		—		12,234

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date

Robert P. Capps		6,000		—			50.00	5/27/2025
		6,000		—			28.00	1/12/2026
		9,000		—			46.20	2/15/2027
		5,000		—			37.90	7/12/2028
		5,000		—			41.90	7/23/2029
		4,667		2,333	(1)		19.70	8/5/2031
		3,333		6,667	(2)		7.90	8/3/2032




Mark A. Cox		3,000		—			46.40	2/22/2027
		2,000		—			37.90	7/12/2028
		2,000		—			41.90	7/23/2029
		2,667		1,333	(1)		19.70	8/5/2031
		2,000		4,000	(2)		7.90	8/3/2032

	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Total
Name	($)		($)(1)		($)(2)		($)
Peter H. Blum Non-Executive Chairman		123,125		—		—		123,125
Alan P. Baden		55,575		—		—		55,575
Thomas S. Glanville		67,450		—		—		67,450
Nancy P. Harned (3)		45,000		—		—		45,000
William H. Hilarides		66,875		—		—		66,875

	Fiscal 2024
	Before Nov 1, 2024		After Nov 1, 2024
	$		$
Annual cash retainer		32,000		25,600

Annual supplemental cash retainers:
Non-executive chairman		50,000		40,000
Member of Audit Committee		7,500		6,000
Chairman of Audit Committee		8,500		6,800
Member of Compensation Committee		5,000		4,000
Chairman of Compensation Committee		6,000		4,800
Member of Nominating Committee		4,000		3,200
Chairman of Nominating Committee		4,000		3,200
Member of Strategic Planning Committee		10,000		-
Chairman of Strategic Planning Committee		30,000		-
Each Board meeting attended		3,500		2,800

	Number of securities to be issued upon exercise of outstanding options		Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)		(b)		(c)
Stock Awards Plan		359,000	$	27.98		68,000
Total		359,000	$	27.98		68,000

	Preferred Stock Beneficially Owned
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares		Percent of Class⁽²⁾
Mitsubishi Heavy Industries, Ltd
6-1, 6-Chrome Hikoshima-Enoura-Cho Shimonoseki 750-8505 Japan		174,046		10.3	%
Peter H. Blum Timberloch Place, Suite 550, The Woodlands, Texas 77380		21,696		1.3	%

	Common Stock Beneficially Owned
Name of Beneficial Owner⁽¹⁾	Number of Shares			Percent of Class⁽²⁾
Peter H. Blum		92,564	⁽³⁾		6.6	%
Alan P. Baden		4,717	⁽⁴⁾		*
Robert P. Capps		45,193	⁽⁵⁾		3.2	%
Thomas S. Glanville		17,850	⁽⁶⁾		1.3	%
William H. Hilarides		8,717	⁽⁷⁾		*
Mark A. Cox		11,667	⁽⁸⁾		*
All current directors and executive officers as a group (6 persons)		180,708	⁽⁹⁾		12.9	%

	2024		2023
Audit Fees ⁽¹⁾	$	376,700	$	466,496

Total Fees	$	376,700	$	466,496

Exhibit		Document Description	Form	Exhibit
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
104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

Date: May 30, 2024	By:	/s/ ROBERT P. CAPPS
		Robert P. Capps
		President – Chief Executive Officer and Director
		(Principal Executive Officer)

SEC Form 10-K/A filed by MIND Technology Inc. (Amendment)