Business Context and Reporting Period
Company: Mitcham Industries, Inc. (Trading Symbol: MIND, MINDP)
Filing Type: Form 8-K (Current Report)
Date of Report: December 18, 2019
Event: Entry into a Material Definitive Agreement (Amended and Restated Equity Distribution Agreement).
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a disclosure of a corporate agreement rather than a financial performance report.
Material Changes and Agreement Details
- Agreement: Entered into an Amended and Restated Equity Distribution Agreement with Ladenburg Thalmann & Co. Inc. (the "Agent").
- Securities Covered: Up to 500,000 shares of 9.00% Series A Cumulative Preferred Stock (liquidation preference $25.00 per share).
- Remaining Availability: 433,564 shares were previously sold under the prior agreement; the current filing covers the remaining balance (up to 66,436 shares).
- Sale Method: "At-the-market" offerings on the NASDAQ Global Select Market or negotiated transactions.
- Compensation: The Agent is entitled to up to 2.0% of gross proceeds from sales.
- Flexibility: The Company has no obligation to sell any shares and may suspend offers at any time.
Guidance, Risks, and Related Parties
- Related Party Transaction: Peter H. Blum, a director of Mitcham Industries, Inc., serves as Co-CEO and Co-President of the Agent (Ladenburg Thalmann & Co. Inc.).
- Future Services: The Agent and its affiliates may provide banking and advisory services for customary fees and may hold long or short positions in the Company's securities.
- Registration: Shares will be issued pursuant to a Form S-3 Registration Statement declared effective on October 3, 2019.
Investor Verification Checklist
- Verify the exact number of Series A Preferred shares remaining available for sale (66,436) versus the total authorized under the new agreement (500,000).
- Review the attached Exhibit 1.1 (Amended and Restated Equity Distribution Agreement) for specific termination clauses and pricing mechanisms.
- Monitor future filings for actual sales executed under this agreement and the resulting dilution or cash proceeds.
- Confirm the current market price of the Series A Preferred Stock (MINDP) to assess the potential proceeds from the 2.0% commission structure.