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): June 310, 2025

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13490	76-0210849
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock	MIND	The NASDAQ Stock Market LLC

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 42.0102 ~~Changes~~Results inof ~~Registrant’s~~Operation ~~Certifying~~and ~~Accountant~~Financial Condition.

On June 3 10, 2025, MIND Technology, Inc., (the "“Company"”) ~~was~~issued ~~notified~~a ~~that~~press ~~Moss~~release ~~Adams~~announcing ~~LLP~~its ~~("Moss~~financial ~~Adams"),~~results for the ~~Company's~~fiscal ~~independent~~quarter ~~registered~~ended ~~public~~April ~~accounting firm~~30, ~~merged with Baker Tilly US, LLP effective on June 3,~~ 2025. The ~~combined~~date ~~audit~~and ~~practices~~time ~~will~~for ~~operate~~a asconference ~~Baker~~call ~~Tilly~~discussing ~~US, LLP (“Baker Tilly”). In connection with~~ the ~~notification~~earnings ofare ~~the~~also ~~merger,~~included ~~Moss~~in ~~Adams resigned as~~ the ~~Company’s~~press ~~auditor~~release. ~~and~~A ~~the~~copy ~~Audit Committee~~ of the ~~Company’s~~press ~~Board~~release ofis ~~Directors~~furnished ~~approved~~as ~~the~~Exhibit ~~engagement~~99.1 ofto ~~Baker~~this ~~Tilly,~~Current asReport ~~the~~on ~~successor~~Form to8-K and ~~Moss~~incorporated ~~Adams,~~by asreference ~~the~~into ~~Company’s~~this ~~independent~~Item ~~registered public accounting firm~~2.02.

The ~~audit~~Company’s ~~report~~press ofrelease ~~Moss~~contains ~~Adams~~non-GAAP onfinancial ~~the~~measures. ~~Company~~Generally, a non-GAAP financial measure is a numerical measure of a company’s ~~consolidated~~performance, financial ~~statements~~position, asor ofcash ~~and~~flows ~~for~~that either excludes or includes amounts that are not normally excluded or included in the ~~years~~most ~~ended~~directly ~~January 31,~~comparable ~~2025~~measure calculated and ~~2024,~~presented ~~did~~in ~~not~~accordance ~~contain~~with anUnited ~~adverse~~States ~~opinion~~generally accepted accounting principles, or aGAAP. ~~disclaimer~~Pursuant to the requirements of ~~opinion~~Regulation G, ~~nor~~the ~~were~~Company ~~they~~has ~~qualified~~provided orwithin ~~modified~~the aspress release quantitative reconciliations of certain non-GAAP financial measures to ~~uncertainty,~~the ~~audit~~most ~~scope~~directly orcomparable ~~accounting~~GAAP ~~principles~~financial measures.

~~During~~The ~~the~~information ~~years~~in ~~ended~~this ~~January 31,~~Item ~~2025~~2.02 ~~and~~(including ~~2024,~~the ~~and~~press ~~the~~release ~~subsequent~~attached ~~interim~~as ~~period~~Exhibit ~~through~~99.1 ~~June 3,~~and ~~2025,~~incorporated ~~there~~by ~~were~~reference nointo (aItem 2.02) ~~disagreements~~is ~~with~~being ~~Moss~~furnished, ~~Adams~~not onfiled, ~~any~~for ~~matter~~purposes of ~~accounting~~Section ~~principles~~18 orof ~~practices,~~the ~~financial~~Securities ~~statement~~Exchange ~~disclosure~~Act of 1934, oras ~~auditing~~amended ~~scope~~(the or“Exchange ~~procedure~~Act”), ~~which,~~is if not ~~resolved~~subject to ~~Moss~~the ~~Adams’~~liabilities ~~satisfaction~~of that section, ~~would~~and ~~have~~will ~~caused~~not itbe toincorporated ~~make~~by reference tointo ~~the~~any ~~subject~~filing ~~matter~~under of the ~~disagreement~~Exchange inAct ~~connection~~or ~~with~~the ~~its~~Securities ~~report~~Act onof ~~the~~1933, ~~Company’s~~as ~~financial~~amended ~~statements,~~(the or“Securities (bAct”), ~~reportable~~unless ~~events~~specifically ~~requiring~~identified ~~disclosure~~therein ~~pursuant~~as tobeing ~~Item~~incorporated ~~304(a)(1)(v)~~therein ofby ~~Regulation S-K~~reference.

During the years ended January 31, 2025 and 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company, nor anyone on its behalf, consulted with Baker Tilly regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a “disagreement,” as defined in Item ~~304(a)(1)(iv)~~7.01 of Regulation ~~S-K~~FD ~~and the related instructions to that item, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K~~Disclosure.

~~The~~On ~~Company~~June ~~provided~~10, ~~Moss~~2025, ~~Adams with a copy of this Current Report on Form 8-K prior to its filing with~~ the ~~Securities and Exchange Commission (the “Commission”) and requested that Moss Adams furnish the~~ Company ~~with~~issued a ~~letter~~press ~~addressed~~release toannouncing ~~the~~its ~~Commission~~financial ~~stating~~results ~~whether~~for itthe ~~agrees~~fiscal ~~with~~quarter ~~the~~ended ~~above~~April ~~statements and~~30, if2025. itA ~~does~~copy ~~not~~of ~~agree,~~ the ~~respects~~press inrelease ~~which~~is itfurnished ~~does~~as ~~not~~Exhibit ~~agree~~99.1 Ato ~~copy~~this ofreport ~~Moss~~and ~~Adams’~~incorporated ~~letter~~by toreference ~~the~~into ~~Commission,~~Item ~~dated~~7.01. ~~June 3,~~The ~~2025,~~information isset ~~filed~~forth asunder ~~Exhibit~~Item 162.102 toabove ~~this~~regarding ~~Form~~the ~~8-K~~press ~~and~~release is incorporated herein by reference.

The information in this Item 7.01 (including the press release attached as Exhibit 99.1 and incorporated by reference into Item 7.01) is being furnished, not filed, for purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act unless specifically identified therein as being incorporated therein by reference.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K (especially in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”), and other risks and uncertainties listed from time to time in the Company’s other filings with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	Exhibit Number	Description
(d) Exhibits.	99.1	MIND Technology, Inc. press release dated June 10, 2025.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Number	Description
16.1	Moss Adams' letter to the Commission.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	~~MIND Technology, Inc.~~	MIND Technology, Inc.
June 4, 2025	By:	/s/ Robert P. Capps
June 10, 2025		By:	/s/ Robert P. Capps
		~~Name: Robert P. Capps~~	Name: Robert P. Capps
		~~Title: President and Chief Executive Officer~~	Title: President and Chief Executive Officer

Filing Compare · MIND TECHNOLOGY, INC