UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3130, ~~2024~~2025

☐	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: 001-13490

MIND TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

76-0210849

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2002 Timberloch Place

Suite 550

The Woodlands, Texas 77380

(Address of principal executive offices, including Zip Code)

(281) 353-4475

(Registrant’s telephone number, including area code)

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,969,421 shares of common stock, $0.01 par value, were outstanding as of ~~December~~June 119, ~~2024~~2025.

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MIND TECHNOLOGY, INC.

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PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of October 31, 2024 and January 31, 2024	1
	Condensed Consolidated Balance Sheets as of April 30, 2025 and January 31, 2025	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2024 and 2023	2
	Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended October 31, 2024 and 2023	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended April 30, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2024 and 2023	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2025 and 2024	4
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended October 31, 2024 and 2023	5
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended April 30, 2025 and 2024	5
	Notes to Condensed Consolidated Financial Statements	7
	Cautionary Statement about Forward-Looking Statements	15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
	Exhibit Index	23
	Signatures	24

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

	October 31, 2024			January 31, 2024
	April 30, 2025			January 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	39,~~505~~172		$	5,~~289~~336
Accounts receivable, net of allowance for credit losses of $332 at each of October 31, 2024 and January 31, 2024		9,471			6,566
Accounts receivable, net of allowance for credit losses of $332 at each of April 30, 2025 and January 31, 2025		7,779			11,817
Inventories, net		1713,~~249~~447			13,~~371~~745
Prepaid expenses and other current assets		1,~~039~~310			31,~~113~~217
Total current assets		31,~~264~~708			2832,~~339~~115
Property and equipment, net		~~775~~1,048			~~818~~890
Operating lease right-of-use assets		1,~~526~~221			1,~~324~~320
Intangible assets, net		2,~~420~~162			2,~~888~~308
Deferred tax asset		~~122~~87			~~122~~87
Total assets	$	36,~~107~~226		$	3336,~~491~~720
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,~~179~~011		$	12,~~623~~558
Deferred revenue		~~248~~514			~~203~~189
Customer deposits		31,~~112~~807			31,~~446~~603
Accrued expenses and other current liabilities		1,~~742~~358			21,~~140~~245
Income taxes payable		2,~~093~~681			2,~~114~~473
Operating lease liabilities - current		~~660~~570			~~751~~577
Total current liabilities		108,~~034~~941			108,~~277~~645
Operating lease liabilities - non-current		~~866~~651			~~573~~743
Total liabilities		109,~~900~~592			109,~~850~~388
Stockholders’ equity:
Preferred stock, $1.00 par value; 2,000 shares authorized; no shares issued and outstanding at October 31, 2024 and 1,683 shares issued and outstanding at January 31, 2024		—			37,779
Common stock, $0.01 par value; 40,000 shares authorized; 7,969 shares issued and outstanding at April 30, 2025 and January 31, 2025		80			80
Common stock, $0.01 par value; 40,000 shares authorized; 7,969 shares issued and outstanding at October 31, 2024 and 1,406 shares issued and outstanding at January 31, 2024		80			14
Additional paid-in capital		135,938			135,666
Additional paid-in capital		135,572			113,121
Accumulated deficit		(109,418	)		(108,448	)
Accumulated deficit		(110,479	)		(128,307	)
Accumulated other comprehensive gain		34			34
Total stockholders’ equity		2526,~~207~~634			2227,~~641~~332
Total liabilities and stockholders’ equity	$	36,~~107~~226		$	3336,~~491~~720

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	For the Three Months Ended October 31,						For the Nine Months Ended October 31,
	For the Three Months Ended April 30,
	2024			2023			2024			2023
	2025			2024
Revenues:
Sales of marine technology products	$	127,~~105~~902		$	49,~~974~~678			~~31,819~~			~~23,132~~
Cost of sales:
Sales of marine technology products		64,~~684~~571			25,~~721~~460			~~17,402~~			~~13,402~~
Gross profit		53,~~421~~331			24,~~253~~218			~~14,417~~			~~9,730~~
Operating expenses:
Selling, general and administrative		23,~~762~~384			2,~~941~~759			~~8,305~~			~~9,160~~
Research and development		~~562~~380			~~508~~462			~~1,352~~			~~1,479~~
Depreciation and amortization		~~221~~225			~~257~~267			~~724~~			~~892~~
Total operating expenses		3,~~545~~989			3,~~706~~488			~~10,381~~			~~11,531~~
Operating income (loss)		~~1,876~~(658	)		~~(1,453~~730	)		~~4,036~~			~~(1,801~~	)
Other income (expense):
Interest expense		—			(169	)		—			(536	)
Other, net		(18	)		469
Other, net		(189	)		25			320			336
Total other income (expense)		(18	)		469
Total other income (expense)		(189	)		(144	)		320			(200	)
Income (loss) before income taxes		(676	)		1,199
Income (loss) from continuing operations before income taxes		1,687			(1,597	)		4,356			(2,001	)
Provision for income taxes		(294	)		(245	)
Provision for income taxes		(396	)		(112	)		(1,313	)		(590	)
Net income (loss)	$	(970	)	$	954
Net income (loss) from continuing operations		1,291			(1,709	)		3,043			(2,591	)
Preferred stock dividends - undeclared		—			(947	)
Income from discontinued operations, net of income taxes		—			2,277			—			1,424
Net income (loss) attributable to common stockholders	$	(970	)	$	7
Net income (loss)	$	1,291		$	568		$	3,043		$	(1,167	)
Net loss per common share - Basic and diluted	$	(0.12	)	$	—
Preferred stock dividends - declared		—			(947	)		—			(947	)
Shares used in computing net income (loss) per common share:
Preferred stock dividends - undeclared		(368	)		—			(2,262	)		(1,894	)
Basic and diluted		7,969			1,406
Effect of preferred stock conversion		14,785			—			14,785			—
Net Income (loss) attributable to common stockholders	$	15,708		$	(379	)	$	15,566		$	(4,008	)
Net Income (loss) per common share - Basic and Diluted
Continuing operations	$	2.87		$	(1.89	)	$	5.62		$	(3.86	)
Discontinued operations	$	—		$	1.62		$	—		$	1.01
Net income (loss)	$	2.87		$	(0.27	)	$	5.62		$	(2.85	)
Shares used in computing net income (loss) per common share:
Basic and diluted		5,473			1,406			2,772			1,406

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)

	For the Three Months Ended October 31,					For the Nine Months Ended October 31,
	For the Three Months Ended April 30,
	2024			2023		2024		2023
	2025			2024
Net income (loss)	$	~~1,291~~(970	)	$	~~568~~954	$	~~3,043~~	$	~~(1,167~~	)
Comprehensive income (loss)	$	~~1,291~~(970	)	$	~~568~~954		~~3,043~~		~~(1,167~~	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Nine Months Ended October 31,
	For the Three Months Ended April 30,
	2024			2023
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	~~3,043~~(970	)	$	~~(1,167~~954	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		~~724~~225			~~1,230~~267
Stock-based compensation		~~141~~272			~~264~~48
Gain on sale of Klein		—			(2,393	)
Provision for inventory obsolescence		15			23
Provision for inventory obsolescence		67			23
Gross profit from sale of other equipment		—			(457	)
Gross profit from sale of other equipment		(457	)		(385	)
Changes in:
Accounts receivable		(3,~~006~~969	)		(~~688~~2,837	)
Unbilled revenue		~~164~~16			51(10	)
Inventories		~~(3,944~~282	)		(32,~~174~~812	)
Prepaid expenses and other current and long-term assets		~~2,076~~(92	)		~~566~~100
Income taxes receivable and payable		~~(24~~208	)		(21186	)
Accounts payable, accrued expenses and other current liabilities		98(386	)		~~(1,045~~277	)
Deferred revenue and customer deposits		~~(289~~529	)		~~1,115~~(120	)
Net cash used in operating activities		(1,407	)		(5,624	)
Net cash provided by (used in) operating activities		4,068			(4,753	)
Cash flows from investing activities:
Purchases of property and equipment		(~~213~~237	)		(~~199~~66	)
Proceeds from the sale of Klein, net		—			10,832
Sale of other equipment		—			457
Sale of other equipment		457			385
Net cash (used in) provided by investing activities		(237	)		391
Net cash provided by investing activities		244			11,018
Cash flows from financing activities:
Preferred stock conversion transaction costs		(619	)		—
Net cash provided by financing activities		—			—
Net proceeds from short-term loan		—			2,947
Effect of changes in foreign exchange rates on cash and cash equivalents		5			(3	)
Payment on short-term loan		—			(3,750	)
Net change in cash and cash equivalents		3,836			(4,365	)
Refund of prepaid interest on short-term loan		—			214
Cash and cash equivalents, beginning of period		5,336			5,289
Net cash used in financing activities		(619	)		(589	)
Cash and cash equivalents, end of period	$	9,172		$	924
Effect of changes in foreign exchange rates on cash and cash equivalents		(2	)		(14	)
Net change in cash and cash equivalents		(1,784	)		4,791
Cash and cash equivalents, beginning of period		5,289			778
Cash and cash equivalents, end of period	$	3,505		$	5,569
Supplemental cash flow information:
Interest paid	$	—		$	576
Income taxes paid	$	80		$	430
Income taxes paid	$	1,411		$	617

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

	Common Stock				Preferred Stock													Accumulated
											Additional							Other
											Paid-In		Treasury		Accumulated			Comprehensive
	Shares		Amount		Shares			Amount			Capital		Stock		Deficit			Gain		Total
Balances, January 31, 2024		1,406	$	14		1,683		$	37,779		$	113,121	$	—	$	(128,307	)	$	34	$	22,641
Balances, January 31, 2025		7,969	$	80		—		$	—		$	135,666	$	—	$	(108,448	)	$	34	$	27,332
Net income		—		—		—			—			—		—		954			—		954
Net loss		—		—		—			—			—		—		(970	)		—		(970	)
Stock-based compensation		—		—		—			—			48272		—		—			—		48272
Balances, April 30, 2024		1,406	$	14		1,683		$	37,779		$	113,169	$	—	$	(127,353	)	$	34	$	23,643
Balances, April 30, 2025		7,969	$	80		—		$	—		$	135,938	$	—	$	(109,418	)	$	34	$	26,634
Net income		—		—		—			—			—		—		798			—		798
Stock-based compensation		—		—		—			—			46		—		—			—		46
Balances, July 31, 2024		1,406	$	14		1,683		$	37,779		$	113,215	$	—	$	(126,555	)	$	34	$	24,487
Net income		—		—		—			—			—		—		1,291			—		1,291
Preferred stock conversion		6,563		66		(1,683	)		(37,779	)		22,310		—		14,785			—		(618	)
Stock-based compensation		—		—		—			—			47		—		—			—		47
Balances, October 31, 2024		7,969	$	80		—		$	—		$	135,572	$	—	$	(110,479	)	$	34	$	25,207

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

	Common Stock						Preferred Stock													Accumulated
	As adjusted			See Note 14							Additional									Other
											Additional									Other
											Paid-In			Treasury			Accumulated			Comprehensive
	Shares			Amount			Shares		Amount		Capital			Stock			Deficit			Gain		Total
Balances, January 31, 2023		1,599		$	16		$	1,683	$	37,779	$	129,721		$	(16,863	)	$	(127,635	)	$	34	$	23,052
Balances, January 31, 2024		1,406		$	14			1,683	$	37,779	$	113,121		$	—		$	(128,307	)	$	34	$	22,641
Net loss		—			—			—		—		—			—			(240	)		—		(240	)
Net income		—			—			—		—		—			—			954			—		954
Stock-based compensation		—			—			—		—		5048			—			—			—		5048
Balances, April 30, 2023		1,599		$	16		$	1,683	$	37,779	$	129,771		$	(16,863	)	$	(127,875	)	$	34	$	22,862
Balances, April 30, 2024		1,406		$	14		$	1,683	$	37,779	$	113,169		$	—		$	(127,353	)	$	34	$	23,643
Net loss		—			—			—		—		—			—			(1,494	)		—		(1,494	)
Stock-based compensation		—			—			—		—		108			—			—			—		108
Balances, July 31, 2023		1,600		$	16			1,683	$	37,779	$	129,879		$	(16,863	)	$	(129,369	)	$	34	$	21,476
Net income		—			—			—		—		—			—			568			—		568
Retirement of treasury stock		(193	)		(2	)		—		—		(16,861	)		16,863								—
Preferred stock dividends		—			—			—		—		—			—			(947	)		—		(947	)
Stock-based compensation		—			—			—		—		106			—			—			—		106
Balances, October 31, 2023		1,407		$	14			1,683	$	37,779	$	113,124		$	—		$	(129,748	)	$	34	$	21,203

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization, Liquidity and Summary of Significant Accounting Policies

Organization—MIND Technology, Inc., a Delaware corporation (the “Company”), was incorporated in 1987. The Company, through its wholly owned subsidiaries, Seamap Pte Ltd, MIND Maritime Acoustics, LLC, Seamap (Malaysia) Sdn Bhd and Seamap (UK) Ltd, collectively “Seamap”, designs, manufactures and sells a broad range of proprietary products for the seismic, hydrographic and offshore industries with product sales and support facilities based in Singapore, Malaysia, the United Kingdom and the state of Texas. Prior to August 21, 2023, the Company, through its wholly owned subsidiary Klein Marine Systems, Inc. (“Klein”), designed, manufactured and sold a broad range of proprietary products for the seismic, hydrographic and offshore industries from its facility in the state of New Hampshire. Effective August 21, 2023, the Company sold Klein and retrospectively presented its prior period financial results as discontinued operations (see Note 2 – “Sale of a Subsidiary” for additional details).

Liquidity—As of ~~October~~April 3130, ~~2024~~2025, the Company had working capital of approximately $2122.2 8 million, including cash and cash equivalents of approximately $39.52 million, compared to working capital of approximately $1823.1 5 million, including cash and cash equivalents of approximately $5.3 million as of January 31, ~~2024~~2025. The Company does not have a credit facility in place and depends on cash on hand and cash flows from operations to satisfy its liquidity needs. However, the Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, disciplined working capital management, potential financing secured by company-owned real property, and potentially securing a credit facility or some other form of financing.

Summary of Significant Accounting Policies—We describe our significant accounting policies in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2024~~2025. During the ~~nine~~three months ended ~~October 31~~April 30, ~~2024~~2025, there were no changes to those accounting policies.

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2. ~~Sale~~Basis of ~~Subsidiary~~Presentation

OnThe condensed consolidated balance sheet as of ~~August 21~~January 31, ~~2023~~2025, for the Company ~~sold~~has ~~Klein~~been derived from audited consolidated financial statements. The unaudited interim condensed consolidated financial statements have been prepared by the Company pursuant to athe ~~Stock~~rules ~~Purchase~~and ~~Agreement~~regulations (of the Securities and Exchange Commission (“~~SPA~~SEC”). ~~with~~Certain ~~General~~information ~~Oceans~~and ASfootnote ~~(the~~disclosures ~~"Buyer").~~normally Inincluded ~~connection~~in financial statements prepared in accordance with accounting principles generally accepted in the ~~SPA~~United States have been condensed or omitted pursuant to such rules and regulations, although the Company ~~granted~~believes that the ~~Buyer~~disclosures aare ~~license~~adequate to ~~its~~ ~~Spectral~~make Aithe ~~software~~information ~~suite~~presented ~~(“Spectral~~not ~~Ai”)~~misleading. ~~The~~ ~~license~~These iscondensed ~~exclusive~~consolidated tofinancial ~~the~~statements ~~Buyer~~should asbe itread ~~relates~~in toconjunction ~~side~~with ~~scan~~the ~~sonar.~~consolidated ~~The~~financial ~~Company~~statements and the ~~Buyer~~related ~~also~~notes ~~entered~~included ~~into~~in athe ~~collaboration~~Company’s ~~agreement~~ Annual Report on Form 10-K for the ~~further~~year ~~development~~ended January of31, ~~Spectral~~2025 Ai(“fiscal ~~and~~2025”). ~~potentially~~In ~~other~~the ~~software~~opinion ~~projects.~~of ~~The~~the ~~foregoing~~Company’s ~~transactions~~management, ~~contemplated~~all byadjustments, ~~the~~consisting ~~SPA~~only ~~are~~of ~~referred~~normal recurring adjustments, necessary to aspresent fairly the ~~“Sale~~financial position as of April ~~Klein”.~~30, ~~The~~2025, ~~aggregate~~the ~~consideration~~results toof operations for the ~~Company~~three-months ~~consisted~~ended April of30, a2025 and 2024, the cash ~~payment~~flows for the three months ended April 30, 2025 and 2024, and the statement of ~~$11.5~~stockholders’ ~~million~~equity for the three-months ended April 30, ~~resulting~~2025 and 2024, have been included in athese ~~gain~~condensed ofconsolidated ~~approximately~~financial $2statements.~~3 million.~~ The ~~SPA~~foregoing ~~contained~~interim results are not necessarily indicative of the results of operations to be expected for the full fiscal year ending January ~~customary~~31, ~~representations~~2026 ~~and~~(“fiscal ~~warranties~~2026”).

~~On August 22,~~3. ~~2023,~~New ~~following~~Accounting the closing of the Sale of Klein, all outstanding amounts due and owed, including principal, interest, and other charges, under the Loan (as defined below) were repaid in full and the Loan was terminated, and all liens and security interests granted thereunder were released and terminated (see Note 10 -"Notes Payable" for additional details).Pronouncements

3In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ~~Basis~~ASU 2023-09 seeks to improve transparency of ~~Presentation~~income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for the Company on February 1, 2025. The adoption of this accounting standard did not have an impact on the Company's consolidated financial statements.

~~The condensed consolidated balance sheet as of~~In ~~January~~November ~~31,~~ 2024, ~~for~~ the ~~Company~~FASB issued ~~has been derived from audited consolidated financial statements~~ASU No. ~~The~~2024-03, ~~unaudited~~Income ~~interim~~Statement-Reporting ~~condensed~~Comprehensive ~~consolidated~~Income-Expense ~~financial~~Disaggregation ~~statements~~Disclosures ~~have~~(Subtopic ~~been~~220-40) ~~prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission~~ (~~“SEC”~~"ASU 2024-03")., Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to ~~such~~enhance ~~rules and regulations, although~~ the ~~Company believes that the~~ disclosures ~~are~~public ~~adequate~~entities toprovide ~~make~~regarding ~~the~~specified information ~~presented~~about ~~not~~certain ~~misleading.~~costs ~~These~~and ~~condensed~~expenses ~~consolidated~~at ~~financial~~each ~~statements~~interim ~~should be read in conjunction with the consolidated financial statements~~ and ~~the~~annual ~~related~~reporting ~~notes~~period ~~included~~so inthat ~~the~~investors ~~Company’s~~can ~~Annual~~better ~~Report~~understand onan ~~Form 10-K for the year ended January 31, 2024 (“fiscal 2024”). In the opinion of the Company~~entity’s ~~management,~~overall ~~all adjustments~~performance, ~~consisting~~including ~~only~~its ofcost ~~normal recurring adjustments~~structure, ~~necessary to present fairly the financial position as of October 31, 2024, the results of operations for the three~~ and ~~nine~~assess ~~months~~potential ~~ended October 31,~~future ~~2024 and 2023, the~~ cash flows. ~~for~~ASU ~~the nine months ended October 31,~~ 2024-03 ~~and~~is ~~2023,~~effective ~~and~~for the ~~statement~~Company ~~of stockholders’ equity~~ for annual ~~the~~periods ~~three and nine months ended~~beginning ~~October 31~~February 1, ~~2024~~2027 and ~~2023,~~interim ~~have~~periods ~~been~~within ~~included~~fiscal inyears ~~these~~beginning February ~~condensed~~1, ~~consolidated financial statements~~2028. The ~~foregoing~~Company ~~interim~~is ~~results~~evaluating ~~are~~the ~~not~~new ~~necessarily~~guidance ~~indicative~~to ofdetermine the ~~results~~impact ofit ~~operations~~will tohave beon ~~expected for~~ the ~~full~~disclosures ~~fiscal~~to ~~year ending January~~its ~~31,~~consolidated ~~2025 (“fiscal~~financial ~~2025”)~~statements.

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4. ~~Discontinued~~Revenue ~~Operations~~from Contracts with Customers

~~On August 21,~~The ~~2023,~~following ~~the~~table ~~Company~~presents ~~sold~~revenue ~~Klein~~from ~~pursuant~~contracts ~~to the SPA~~ with ~~the~~customers ~~Buyer.~~disaggregated Asby atiming ~~result, its results~~ of ~~operations~~revenue ~~are reported as discontinued operations for the three and nine-month period ended October 31, 2023.~~recognition:

The results of operations from discontinued operations for the three and nine months ended October 31, 2024 and 2023 consist of the following:

	*Three Months Ended April 30,*
	*2025*		*2024*
Revenue recognized at a point in time:	(in thousands)
Total revenue recognized at a point in time	$	7,556	$	9,377
Revenue recognized over time:
Total revenue recognized over time		346		301
Total revenue from contracts with customers	$	7,902	$	9,678

	For the Three Months Ended October 31,					For the Nine Months Ended October 31,
	2024		2023			2024		2023
Revenues:	(in thousands)
Revenue from discontinued operations	$	—	$	140		$	—	$	3,318
Cost of sales:
Cost of discontinued operations		—		11			—		1,982
Operating expenses:
Selling, general and administrative		—		179			—		1,348
Research and development		—		45			—		689
Depreciation and amortization		—		18			—		324
Total operating expenses		—		242			—		2,361
Operating loss		—		(113	)		—		(1,025	)
Other income		—		2					73
Gain on sale of Klein		—		2,393			—		2,393
Income before income taxes from discontinued operations		—		2,282			—		1,441
Provision for income taxes from discontinued operations		—		(5	)		—		(17	)
Net Income from discontinued operations		—		2,277			—		1,424

The following table presents revenue from contracts with customers disaggregated by geography, based on the location of our customers' headquarters:

The significant operating and investing noncash items and capital expenditures related to discontinued operations are summarized below:

	*Three Months Ended April 30,*
	*2025*		*2024*
	(in thousands)
United States	$	550	$	325
China		259		5,768
Norway		3,275		2,758
Turkey		227		33
Singapore		1,027		211
Canada		517		—
Japan		678		203
Other		1,369		380
Total revenue from contracts with customers	$	7,902	$	9,678

	For the Nine Months Ended October 31,
	2024		2023
	(in thousands)
Depreciation and amortization	$	—	$	324
Gain on sale of Klein	$	—	$	2,393

Performance Obligations

5The revenue from products manufactured and sold by our Seamap business is generally recognized at a point in time, or when the customer takes possession of the product, based on the terms and conditions stipulated in our contracts with customers. ~~New~~However, ~~Accounting~~revenue ~~Pronouncements~~is recognized over time when our Seamap business provides repair and maintenance services, or performs upgrades, on customer-owned equipment, which occurs periodically. In addition, our Seamap business provides annual Software Maintenance Agreements (“SMAs”) to customers who have an active license for software embedded in Seamap products. The revenue from SMAs is recognized over time, with the total value of the SMAs amortized in equal monthly amounts over the life of the contract. The duration of SMAs is typically one year or less. We do not have elements of variable consideration within these contracts.

InAs of ~~November~~April ~~2023~~30, ~~the~~2025 ~~Financial~~and January ~~Accounting~~31, ~~Standards~~2025, ~~Board~~due ~~("FASB")~~to ~~issued~~the ~~Accounting~~nature ~~Standards~~of ~~Update~~our ~~("ASU")~~contracts ~~No.~~and ~~2023-07,~~the ~~Segment~~services ~~Reporting~~and ~~(Topic~~products ~~280):~~we ~~Improvements~~provide, tothere ~~Reportable~~were ~~Segment~~no ~~Disclosures~~significant ~~("ASU~~outstanding ~~2023-07"),~~liability tobalances ~~enhance~~for ~~the~~refunds ~~disclosures~~or ~~public~~returns. ~~entities~~Our ~~provide~~warranties ~~regarding~~are ~~significant~~limited ~~segment~~to ~~expenses~~assurance sowarranties that ~~investors~~are ~~can~~of ~~better~~a ~~understand~~standard anlength ~~entity’s~~and ~~overall~~are ~~performance~~not ~~and~~considered ~~assess~~to ~~potential~~be ~~future~~material ~~cash flows~~rights. ~~ASU~~For ~~2023-07~~the isthree ~~effective~~months ~~for our annual periods beginning~~ended ~~February~~April 130, 2025 ~~2024~~ and ~~interim periods within fiscal years beginning~~ ~~February~~April 130, ~~2025.~~2024, ~~The~~we ~~Company~~did isnot ~~evaluating~~recognize ~~the~~revenue ~~new~~from ~~guidance~~performance toobligations ~~determine~~satisfied ~~the~~in ~~impact~~a itprior ~~will have on the disclosures to its consolidated financial statements~~period.

~~In December~~Contract 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 seeks to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for the Company on February 1, 2025. The Company is currently evaluating the new guidance to determine the impact it will have on the disclosures to its consolidated financial statements.Balances

~~In November~~Prepayments ~~2024,~~and ~~the~~deferred ~~FASB issued~~revenue ~~ASU No.~~on ~~2024-03,~~SMAs ~~Income~~have ~~Statement-Reporting~~a ~~Comprehensive~~significant ~~Income-Expense~~impact ~~Disaggregation~~our ~~Disclosures~~contract ~~(Subtopic~~liabilities. ~~220-40)~~Considering ~~("ASU~~the ~~2024-03"),~~products tomanufactured ~~enhance~~and ~~the~~sold ~~disclosures~~by ~~public~~our ~~entities~~Seamap ~~provide~~business ~~regarding~~and ~~specified~~the ~~information~~Company’s ~~about~~standard ~~certain~~contract ~~costs~~terms and ~~expenses~~conditions, atwe ~~each~~expect ~~interim~~our ~~and~~contract ~~annual~~assets ~~reporting~~and ~~period~~liabilities soto ~~that~~turn ~~investors~~over, ~~can~~on ~~better~~average, ~~understand~~within ana ~~entity’s~~three ~~overall~~to ~~performance,~~six-month ~~including~~period. ~~its~~We ~~cost~~do ~~structure,~~not ~~and~~have ~~assess~~any ~~potential~~long-term ~~future~~service ~~cash~~contracts ~~flows.~~or ~~ASU~~related ~~2024~~long-~~03 is~~term ~~effective~~contract ~~for~~assets ~~our~~or ~~annual~~liabilities. ~~periods~~Costs ~~beginning February~~to 1,obtain ~~2027~~ and ~~interim~~fulfill ~~periods~~contracts ~~within~~are ~~fiscal~~considered ~~years~~immaterial ~~beginning February~~and 1,are ~~2028.~~expensed ~~The~~during ~~Company~~the isperiod ~~evaluating~~when ~~the~~incurred. Contract ~~new~~liabilities ~~guidance~~increased toby ~~determine~~approximately $529,000 during the ~~impact~~three itmonths ~~will~~ended April ~~have~~30, 2025 ondue ~~the~~primarily ~~disclosures~~ to ~~its consolidated~~recognition ~~financial~~of ~~statements~~revenue during the year.

As of April 30, 2025, and April 30, 2024, contract assets and liabilities consisted of the following:

	*April 30, 2025*			*April 30, 2024*
Contract Assets:	(in thousands)
Contract Assets, beginning balance	$	20		$	26
Revenue accrued	$	42		$	—
Amounts billed	$	(20	)	$	(10	)
Total unbilled revenue	$	42		$	16
Contract Liabilities:
Contract liabilities, beginning balance	$	1,792		$	3,649
Deferred revenue and customer deposits	$	1,574		$	625
Revenue recognized	$	(1,045	)	$	(745	)
Total deferred revenue & customer deposits	$	2,321		$	3,529

With respect to the presentation of contract assets and liabilities above, sales and transaction-based taxes are excluded from revenue. Also, we expense costs incurred to obtain contracts because the amortization period would be one year or less. These costs are recorded in selling, general and administrative expenses.

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65. ~~Revenue~~Balance ~~from Contracts with Customers~~Sheet

The following table presents revenue from contracts with customers disaggregated by timing of revenue recognition:

	*April 30, 2025*			*January 31, 2025*
	(in thousands)
Inventories:
Raw materials	$	8,234		$	8,485
Finished goods		3,541			3,980
Work in progress		3,199			2,817
Cost of inventories		14,974			15,282
Less allowance for obsolescence		(1,527	)		(1,537	)
Total inventories, net	$	13,447		$	13,745

	Three Months Ended October 31,						Nine Months Ended October 31,
	April 30, 2025			January 31, 2025
	2024			2023			2024		2023
	(in thousands)
Revenue recognized at a point in time:	(in thousands)
Property and equipment:
Total revenue recognized at a point in time	$	11,405		$	4,263		$	30,443	$	21,966
Furniture and fixtures	$	9,474		$	9,246
Revenue recognized over time:
Autos and trucks		227			227
Total revenue recognized over time		700			711			1,376		1,166
Land and buildings		1,003			997
Total revenue from contracts with customers	$	12,105		$	4,974		$	31,819	$	23,132
Cost of property and equipment		10,704			10,470
Accumulated depreciation and amortization		(9,656	)		(9,580	)
Total property and equipment, net	$	1,048		$	890

~~The~~As ~~revenue~~of January ~~from~~31, ~~products~~2025, ~~manufactured~~the ~~and~~Company ~~sold~~completed byan ~~our~~annual ~~Seamap~~review ~~business is~~of ~~generally~~property ~~recognized~~and atequipment anoting ~~point~~no inindications ~~time,~~that ~~or when~~ the ~~customer~~recorded ~~takes~~value ~~possession~~ of ~~the~~assets may ~~product,~~not ~~based~~be onrecoverable, ~~the terms~~ and ~~conditions~~no ~~stipulated~~impairment inwas ~~our~~recorded ~~contracts~~for ~~with~~fiscal ~~customers~~2025. ~~However~~Since January 31, ~~from~~2025, ~~time~~there tohave been ~~time~~no ~~our~~changes ~~Seamap~~to ~~business~~the ~~provides repair and maintenance services~~market, economic or ~~performs~~legal ~~upgrades,~~environment ~~on customer owned equipment~~ in which ~~case~~the ~~revenue~~Company isoperates ~~recognized~~or ~~over~~overall ~~time. In~~performance ~~addition,~~of ~~our~~the ~~Seamap~~Company, ~~business~~that ~~provides~~would, ~~annual~~in ~~Software~~the ~~Maintenance~~aggregate, ~~Agreements~~indicate ~~(“SMA”)~~additional toimpairment ~~customers~~analysis ~~who~~is ~~have~~necessary anas ~~active~~of April ~~license~~30, ~~for~~2025. Depreciation ~~software~~expense ~~embedded~~on inproperty ~~Seamap~~and ~~products.~~equipment ~~The~~for ~~revenue from~~ the ~~SMAs~~three ismonths ~~recognized~~ended April ~~over time~~30, ~~with~~2025 ~~the~~and April ~~total~~30, ~~value~~2024 ofwas ~~the~~approximately ~~SMAs~~$77,000 ~~recognized in~~and ~~equal~~$81,000, ~~monthly amounts over the life of the contract~~respectively.

~~The~~6. ~~following table presents revenue from contracts with customers disaggregated by geography, based on the shipping location of our customers:~~Leases

	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
	(in thousands)
United States	$	595	$	353	$	1,432	$	852
Europe		6,162		1,956		15,245		11,013
Middle East & Africa		4,952		1,653		13,442		10,085
Other		396		1,012		1,700		1,182
Total revenue from contracts with customers	$	12,105	$	4,974	$	31,819	$	23,132

As of October 31, 2024, and January 31, 2024, contract assets and liabilities consisted of the following:

	October 31, 2024		January 31, 2024
Contract Assets:	(in thousands)
Unbilled revenue - current	$	191	$	26
Total unbilled revenue	$	191	$	26
Contract Liabilities:
Deferred revenue & customer deposits - current	$	3,360	$	3,649
Total deferred revenue & customer deposits	$	3,360	$	3,649

Considering the products manufactured and sold by our Seamap business and the Company’s standard contract terms and conditions, we expect the Company's contract assets and liabilities to turn over, on average, within a period of three to nine months.

With respect to the disclosures above, sales and transaction-based taxes are excluded from revenue, and we do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Also, we expense costs incurred to obtain contracts because the amortization period would be one year or less. These costs are recorded in selling, general and administrative expenses.

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7. Balance Sheet

	October 31, 2024			January 31, 2024
	(in thousands)
Inventories:
Raw materials	$	9,409		$	8,730
Finished goods		5,353			2,463
Work in progress		4,059			3,709
Cost of inventories		18,821			14,902
Less allowance for obsolescence		(1,572	)		(1,531	)
Total inventories, net	$	17,249		$	13,371

	October 31, 2024			January 31, 2024
	(in thousands)
Property and equipment:
Furniture and fixtures	$	9,058		$	8,868
Autos and trucks		227			287
Land and buildings		997			997
Cost of property and equipment		10,282			10,152
Accumulated depreciation and amortization		(9,507	)		(9,334	)
Total property and equipment, net	$	775		$	818

As of January 31, 2024, the Company completed an annual review of property and equipment noting no indications that the recorded value of assets may not be recoverable, and no impairment was recorded for fiscal 2024. Since January 31, 2024, there have been no changes to the market, economic or legal environment in which the Company operates or overall performance of the Company, that would, in the aggregate, indicate additional impairment analysis is necessary as of October 31, 2024.

8. Leases

The Company has certain non-cancelable operating lease agreements for office, production and warehouse space in Texas, Singapore, Malaysia, and the United Kingdom.

Lease expense for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025, ~~was~~ ~~approximately $221,000~~ and April ~~$643~~30,~~000, respectively,~~ ~~and during the three and nine months ended October 31~~2024, ~~2023,~~ was approximately $~~198~~232,000 and $~~621~~207,000, respectively, and was recorded as a component of operating income (loss). Included in these costs was short-term lease expense of approximately$7,000 and $201,000, ~~respectively~~ for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025, and ~~approximately~~ April $230,~~000~~ ~~and $5~~2024,~~000,~~ respectively ~~for the three and nine months ended October 31, 2023~~.

Supplemental balance sheet information related to leases as of ~~October~~April 3130, ~~2024~~2025 and January 31, ~~2024~~2025 was as follows:

Lease	~~October~~April 3130, ~~2024~~2025		January 31, ~~2024~~2025
Assets	(in thousands)
Operating lease assets	$	1,~~526~~221	$	1,~~324~~320
Liabilities
Operating lease liabilities	$	1,~~526~~221	$	1,~~324~~320
Classification of lease liabilities
Current liabilities	$	~~660~~570	$	~~751~~577
Non-current liabilities		~~866~~651		~~573~~743
Total Operating lease liabilities	$	1,~~526~~221	$	1,~~324~~320

Lease-term and discount rate details as of ~~October~~April 3130, ~~2024~~2025 and January 31, ~~2024~~2025 were as follows:

Lease term and discount rate	~~October~~April 3130, ~~2024~~2025			January 31, ~~2024~~2025
Weighted average remaining lease term (years)
Operating leases		1.6390			1.4039
Weighted average discount rate:
Operating leases		1314	%		1314	%

The weighted average discount rate was calculated using the Company's weighted average cost of capital.

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Supplemental cash flow information related to leases was as follows:

	For the Nine Months Ended October 31, 2024
	For the Three Months Ended April 30,
Lease	~~2024~~2025			~~2023~~2024
Cash paid for amounts included in the measurement of lease liabilities:	(in thousands)
Operating cash flows from operating leases	$	(~~643~~232	)	$	(~~621~~207	)
Changes in lease balances resulting from new and modified leases:
Operating leases	$	~~834~~112		$	~~391~~612

Maturities of lease liabilities ~~at October~~as 31of April 30, ~~2024~~2025 were as follows:

	October 31, 2024
	April 30, 2025
	(in thousands)
2025	$	267
2026	$	585
2026		707
2027		522
2027		526
2028		285
2028		275
2029		35
2030		—
Thereafter		—
Total payments under lease agreements	$	1,~~810~~427
Less: imputed interest		(~~284~~206	)
Total lease liabilities	$	1,~~526~~221

97. Intangible Assets

October 31, 2024

January 31, 2024

April 30, 2025

January 31, 2025

Weighted

Average Life at

Gross Carrying

Accumulated

Net Carrying

Gross Carrying

Accumulated

Net Carrying

October 31, 2024

Amount

Amortization

Amount

Amortization

Amount

April 30, 2025

Amount

Amortization

Amount

Amortization

Amount

(in thousands)

Proprietary rights

43.16

7,~~473~~472

(5,~~376~~606

)

21,~~097~~866

7,~~473~~472

(5,~~053~~501

)

21,~~420~~971

Customer relationships

—

4,884

(4,884

)

—

4,884

(4,~~852~~884

)

32—

Patents

1.0.9

2,540

(2,~~267~~292

)

~~273~~248

2,540

(2,~~190~~269

)

~~350~~271

Trade name

1.61

134

(~~116~~121

)

1813

134

(~~108~~121

)

2613

Other

0.1

~~416~~483

(~~384~~448

)

3235

~~426~~481

(~~366~~428

)

6053

Intangible assets

15,~~447~~513

(13,~~027~~351

)

2,~~420~~162

15,~~457~~511

(1213,~~569~~203

)

2,~~888~~308

On January 31, ~~2024~~2025, the Company completed an annual review of amortizable intangible assets. Based on a review of qualitative factors, it was determined that there were no events or changes in circumstances indicating that the carrying value of amortizable intangible assets was not recoverable. During the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025, there have been no substantive indicators of impairment.

Aggregate amortization expense was approximately $~~146~~148,000 and $~~491~~185,000 for the three ~~and nine~~ months ended ~~October 31,~~April ~~2024~~30, ~~respectively~~2025, and April ~~approximately $173~~30,~~000~~ ~~and $591~~2024,~~000~~ ~~for the three and nine months ended October 31, 2023,~~ respectively. As of ~~October~~April 3130, ~~2024~~2025, future estimated amortization expense related to amortizable intangible assets was estimated to be:

For fiscal years ending January 31,		(in thousands)
2025	$	204
2026	$	419
2026		506
2027		382
2027		367
2028		315
2028		302
2029		213
2029		220
2030		213
Thereafter		~~821~~620
Total	$	2,~~420~~162

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Table of Contents

108. ~~Notes~~Income ~~Payable~~Taxes

OnFor the three-month period ended ~~February~~April 230, ~~2023~~2025, ~~we entered into a $3.75 million Loan and Security Agreement (“~~the ~~Loan”).~~income ~~The~~tax ~~Company incurred~~expense was approximately $~~814~~294,000 on pre-tax loss of ~~debt~~approximately $676,000. ~~acquisition~~For ~~costs~~the ~~associated~~three-month ~~with~~period ended April ~~the~~30, ~~loan~~2024, the ~~including~~income ~~approximately~~tax expense was approximately $~~254~~245,000, inon pre-tax ~~origination~~income ~~and~~of ~~other~~approximately ~~transaction~~$1.2 ~~fees~~million. ~~and~~The ~~approximately~~variance ~~$484,000~~between ofour ~~prepaid~~actual ~~interest,~~provision ~~which~~and is the ~~interest~~expected ~~due~~provision ~~through~~when ~~maturity~~applying the U.S. ~~These~~statutory ~~costs~~rate ~~were~~of ~~recorded~~21% asis adue ~~reduction~~primarily to the ~~carrying~~impact ~~value~~ of ~~our~~income ~~debt~~taxes ~~and amortized~~accrued toin ~~interest~~certain ~~expense~~foreign ~~straight-line~~jurisdictions, ~~over~~mainly ~~the~~Singapore, ~~term~~which ofdo ~~the~~not ~~Loan.~~have ~~Approximately~~net ~~$169,000~~operating ~~and $536,000~~losses ofavailable ~~amortization~~to ofoffset ~~debt~~taxable ~~acquisition~~income, ~~costs~~and ~~were~~because ~~recorded as~~valuation ~~interest~~allowances ~~expense~~have ~~for~~been ~~the~~recorded ~~three~~against ~~and~~increases ~~nine~~in ~~months~~our ~~ended October~~deferred ~~31,~~tax ~~2023, respectively~~assets. ~~On August~~Valuation ~~22,~~allowances ~~2023,~~have inbeen ~~connection~~provided ~~with~~against ~~the~~all ~~Sale~~deferred oftax ~~Klein,~~assets in the ~~Loan~~United ~~was~~States ~~repaid~~and incertain ~~full (see~~foreign ~~Note~~jurisdictions, 2-including ~~"Sale~~Malaysia ~~of Subsidiary"~~and ~~for~~the ~~additional~~United ~~details)~~Kingdom.

11. Income Taxes

For the three- and nine-month periods ended October 31, 2024, the income tax expense from continuing operations was approximately $396,000 and $1.3 million, respectively, on pre-tax income from continuing operations of approximately $1.7 million and $4.4 million, respectively. For the three and nine- month period ended October 31, 2023, the income tax expense from continuing operations was approximately $112,000 and $590,000, respectively, on pre-tax losses from continuing operations of approximately $1.6 million and $2.0 million, respectively. The variance between our actual provision and the expected provision when applying the U.S. statutory rate of 21% is due primarily to the impact of income taxes accrued in certain foreign jurisdictions, mainly Singapore, which do not have net operating losses available to offset taxable income, and because valuation allowances have been recorded against increases in our deferred tax assets. Valuation allowances have been provided against all deferred tax assets in the United States and certain foreign jurisdictions, including Malaysia and the United Kingdom.

The Company files U.S. federal and state income tax returns as well as separate returns for its foreign subsidiaries within their local jurisdictions. The Company's U.S. federal tax returns are subject to examination by the Internal Revenue Service for fiscal years ended January 31, 2019 through 2024. The Company’s tax returns may also be subject to examination by state and local tax authorities for fiscal years ending January 31, 2017 through 2024. The Company's Singapore income tax returns are subject to examination by the Singapore tax authorities for the fiscal years ended January 31, 2017, through 2024. The Company’s tax returns in other foreign jurisdictions are generally subject to examination for the fiscal years ended January 31, 2018 through 2024.

The Company has determined that the undistributed earnings of foreign subsidiaries are not deemed to be indefinitely reinvested outside of the United States as of ~~October~~April 3130, ~~2024~~2025. Furthermore, the Company has concluded that any deferred taxes with respect to the undistributed foreign earnings would be immaterial. Therefore, the Company has not recorded a deferred tax liability associated with the undistributed foreign earnings as of ~~October~~April 3130, ~~2024~~2025.

For the three- ~~and nine-~~month ~~periods~~period ended ~~October~~April 3130, ~~2024~~2025 and ~~2023~~2024, the Company did not recognize any tax expense or benefit related to uncertain tax positions.

129. Earnings per Share

Net income per basic common share is computed using the weighted average number of common shares outstanding during the period, excluding unvested restricted stock. Net income per diluted common share is computed using the weighted average number of common shares and dilutive potential common shares outstanding during the period using the treasury stock method. Potential common shares result from the assumed exercise of outstanding common stock options having a dilutive effect and from the assumed vesting of unvested shares of restricted stock. For the three ~~and nine~~ months ended ~~October 31~~April 30, ~~2024~~2025 and ~~October 31~~April 30, ~~2023~~2024, dilutive potential common shares outstanding ~~were immaterial and~~ had no effect on the calculation of earnings per share because shares were anti-dilutive. The total basic weighted average common shares outstanding for the three ~~and nine~~ months ended ~~October 31,~~April ~~2024~~30, ~~was approximately 5.5 million shares and 2.8 million shares~~2025, ~~respectively. The total basic weighted average common shares outstanding for the three~~ and April ~~nine months ended October 31~~30, ~~2023~~2024, was approximately 8.0 and 1.4 million shares, respectively.

On September 4, 2024, all outstanding shares of our 9.00% Series A Cumulative preferred stock (the “~~Preferred~~preferred ~~Stock~~stock”) were converted into common stock and retired. The Company issued approximately 6,600,000 shares of common stock in connection with the conversion (see Note 1411- "Equity and Stock Based Compensation" for additional details).

On October 12, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Charter (the “Charter Amendment”) to effect a one-for-ten reverse stock split (the “Reverse Stock Split”)10. ~~Outstanding~~Related ~~shares~~Party ~~in prior periods have been restated to reflect the impact of the Reverse Stock Split in calculating earnings per share (see Note 14- "Equity and Stock Based Compensation" for additional details).~~Transaction

13In February 2025, the Company retained Lucid Capital Markets, LLC. ~~Related~~(“Lucid”) ~~Party~~to ~~Transaction~~provide advisor and arrangement services for investigation and analysis of opportunities for growth and additional scale. Lucid received $100,000 in retainer fees for such potential services. The Vice Chairman of Lucid is the Non-Executive Chairman of the Company's board of directors (the "Board"). Our Non-Executive Chairman of the Board received no portion of the above-mentioned compensation.

Ladenburg Thalmann & Co. Inc. (“Ladenburg”) provided advisor and arrangement services for the Loan (See Note 10 - "Notes Payable" for additional details) and received $75,000 in fees for such services. Additionally, Ladenburg provided advisory services related to the Sale of Klein (see Note 2-"Sale of Subsidiary" for additional details) and received $405,000 of fees for such services. The former Co-Chief Executive Officer and Co-President of Ladenburg is the Non-Executive Chairman of the Company's board of directors (the "Board"). Our Non-Executive Chairman of the Board received no portion of the above-mentioned compensation. 12

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11. Equity and Stock-Based Compensation

At the virtual Special Meeting of Preferred Stockholders held on August 29, 2024, our preferred stockholders approved an amendment (the “Amendment”) to our Certificate of Designations, Preferences and Rights of 9.00% Series A Cumulative Preferred Stock, to provide that, at the discretion of the Board deciding to file the Amendment with the Secretary of State of the State of Delaware at any time prior to October 31, 2024, each share of 9.00% Series A Cumulative preferred stock, $1.00 par value per share (the “preferred stock”) would be converted (the “Conversion”) into 3.9 shares of common stock upon the effective time of the Amendment. On August 30, 2024, the Board elected to proceed with the Conversion by filing the Amendment with the Delaware Secretary of State. Effective on September 4, 2024, all outstanding shares of preferred stock were converted into common stock and retired. The Company issued approximately 6,600,000 shares of common stock in connection with the Conversion. Accordingly, the Company no longer has obligations regarding preferred stock dividends, including undeclared dividends from previous periods. The common stock issued was recorded at its market value at the date of issuance less transaction costs related to the conversion. The excess of the carrying value of the preferred stock over the market value of the common stock issued, which amounted to approximately $14.8 million, was credited directly to accumulated deficit and is reflected in the calculation of earnings per share attributable to common stockholders.

Total compensation expense recognized for stock-based awards granted under the Company’s equity incentive plan during the three-month periods ended April 30, 2025 and April 30, 2024, was approximately $272,000 and $48,000, respectively.

12. Segment Reporting

As of April 30, 2025, Seamap Marine Products is the Company’s sole reporting segment.

Our Seamap Marine Products segment provides the following:

	•	GunLink seismic source acquisition and control systems
	•	BuoyLink relative global navigation satellite positioning systems
	•	SeaLink marine sensors and solid streamer systems

Our Seamap Marine Products segment provides services and products, including engineering, repairs and software licensing, utilized in marine exploration, marine survey and maritime security for marine survey companies, seismic survey contractors, research institutes, non-military government organizations and operators of port facilities and other offshore installations.

Our chief operating decision maker ("CODM") is our chief executive officer. Our CODM analyzes each segment's performance using revenue and operating income. Inter-company revenue and expenses have been eliminated in the reported revenue and operating income. Our CODM considers revenue and operating income in the annual budgeting and forecasting process and analyzes these on a monthly basis when making determinations on the allocation of resources.

Financial information by business segment is set forth below net of any allocations (in thousands):

	*Three Months Ended April 30,*
	*2025*								*2024*
	*Seamap Marine Products*		*Corporate Expenses*			*Consolidated*			*Seamap Marine Products*		*Corporate Expenses*			*Consolidated*
Revenues	$	7,902	$	—		$	7,902		$	9,678	$	—		$	9,678
Cost of sales		4,571		—			4,571			5,460		—			5,460
Selling, general and administrative		1,676		1,708			3,384			1,496		1,263			2,759
Research and development		302		78			380			383		79			462
Depreciation and amortization expense		221		4			225			263		4			267
Operating income (loss)		1,132		(1,790	)		(658	)		2,076		(1,346	)		730
Capital expenditures		211		26			237			64		2			66

Corporate selling, general and administrative expense primarily includes salary and benefit costs of corporate personnel, directors’ fees, professional services, office rent, and insurance premiums.

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~~14.~~The ~~Equity~~following ~~and~~table ~~Stock-Based~~presents ~~Compensation~~a reconciliation of operating income (loss) to income (loss) before income taxes (in thousands):

At the virtual Special Meeting of Preferred Stockholders held on August 29, 2024, our preferred stockholders approved an amendment to our Certificate of Designations, Preferences and Rights of 9.00% Series A Cumulative preferred stock, to provide that each share of 9.00% Series A Cumulative Preferred Stock, $1.00 par value per share (the “Preferred Stock”) shall be converted into 3.9 shares of common stock, $0.01 par value per share (the “common stock”). On September 4, 2024, all outstanding shares of Preferred Stock were converted into common stock and retired. The Company issued approximately 6,600,000 shares of common stock in connection with the conversion. Accordingly, the Company no longer has obligations regarding Preferred Stock dividends, including undeclared dividends from previous periods. The common stock issued was recorded at its market value at the date of issuance less transaction costs related to the conversion. The excess of the carrying value of the preferred stock over the market value of the common stock issued, which amounted to approximately $14.8 million, was credited directly to accumulated deficit and is reflected in the calculation of earnings per share attributable to common stockholders.

	*Three Months Ended April 30,*
	*2025*			*2024*
Seamap Marine Products		1,132			2,076
Corporate Expenses		(1,790	)		(1,346	)
Operating (loss) income		(658	)		730

Other income		(18	)		469
Income before income taxes		(676	)		1,199

~~On September~~Total ~~28,~~assets ~~2023,~~by ~~the~~business ~~Board~~segment ~~approved~~is ~~the~~set ~~Reverse~~forth ~~Stock~~below ~~Split at a ratio of one-for-ten. On October 12, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Charter~~ (~~the~~in ~~"Charter Amendment"~~thousands) ~~to effect the Reverse Stock Split. The Charter Amendment became effective on October 13, 2023.~~:

As a result of the Charter Amendment and Reverse Stock Split, every ten shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, without any change in par value per share. Proportionate adjustments were also made to any outstanding securities or rights convertible into, or exchangeable or exercisable for, shares of common stock. Fractional shares were not issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share were entitled to receive one full share of post-Reverse Stock Split common stock, in lieu of receiving such fractional shares. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s relative interest in the Company’s equity securities. The Reverse Stock Split reduced the number of shares of issued and outstanding common stock from approximately 13,788,738 shares to approximately 1,405,779 shares. Common stock and treasury stock shares have been retroactively adjusted to reflect the Reverse Stock Split in all periods presented. In connection with the reverse stock split, the Company retired all treasury stock.

	*As of April 30,*
	*2025*		*2024*
Seamap Marine Products	$	35,574	$	34,065
Corporate		652		798
Total Assets	$	36,226	$	34,863

~~Total~~Depreciation ~~compensation expense recognized for stock-based awards granted under the Company’s equity incentive plan during the three~~ and ~~nine-month~~Amortization periods ended October 31, 2024 was approximately $47,000, and $141,000, respectively, and during the three and nine-month periods ended October 31, 2023, was approximately $106,000 and $264,000, respectively.Expense

15Depreciation expense on property and equipment, reflected in the table above, was approximately $77,000 and $81,000 for the three months ended April 30, 2025 and April 30, 2024, respectively. ~~Segment~~Amortization ~~Reporting~~expense primarily relating to intangible assets, reflected in the table above was approximately $148,000 for the three months ended April 30, 2025 and approximately $185,000 for the three months ended April 30, 2024. Essentially all depreciation and amortization expense relates to the Seamap Marine Products segment. Amortization in Corporate expenses relates to enterprise resource planning software.

Prior to August 22, 2023, the Company operated in two segments, Seamap and Klein. On August 21, 2023, the Company completed the Sale of Klein. (see Note 2-"Sale of Subsidiary" for additional details). As a result, at October 31, 2024, Seamap is the Company’s sole reportable segment.Assets

All property and equipment is allocated to the Seamap Marine Products segment. Corporate assets primarily consist of cash, right of use assets for an operating lease, and prepaid corporate expenses.

Geographic Operating Areas

Revenue is based on the location of our customers. See Note 4-"Revenue from Contracts with Customers" for disclosure of revenue by geographic area.

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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “expect,” “may,” “will,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

	•	risks associated with our manufacturing operations including availability and reliability of materials and components as well the reliability of the products that we manufacture and sell;
	•	loss of significant customers;

	•	the impact of disruptions in global supply chains due to various factors, including certain components and materials becoming unavailable, increased lead times for components and materials, as well as increased costs for such items;
	•	demands from suppliers for advance payments could increase our need for working capital; inability to access such working capital could impede our ability to complete orders;

•

increased competition;

•

loss of key suppliers;

•

intellectual property claims by third parties;

•

the effect of uncertainty in financial markets on our customers’ and our ability to obtain financing;

•

our ability to successfully execute strategic initiatives to grow our business;

•

uncertainties regarding our foreign operations, including political, economic, currency, environmental regulation and export compliance risks;

• seasonal fluctuations that can adversely affect our business;

•

fluctuations due to circumstances beyond our control or that of our customers;

•

defaults by customers on amounts due to us;

•

possible further impairment of our long-lived assets due to technological obsolescence or changes in anticipated cash flow generated from those assets;

•

inability to obtain funding or to obtain funding under acceptable terms;

	•	fluctuations in demand for seismic data, which is dependent on the level of spending by oil and gas companies for exploration, production and development activities, and may potentially negatively impact the value of our assets held for sale;
	•	inflation and price volatility in the global economy that could negatively impact our business and results of operations;
	•	the consequences of future geopolitical events, which we cannot predict but which may adversely affect the markets in which we operate, our operations, or our results of operations; and
	•	negative impacts to our business from security threats, including cybersecurity threats, and other disruptions.

For additional information regarding known material factors that could cause our actual results to differ materially from our projected results, please see (1) Part II, “Item 1A. Risk Factors” of this Form 10-Q, (2) Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2024~~2025, and (3) the Company’s other filings filed with the SEC from time to time.

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. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement after the date they are made, whether as the result of new information, future events or otherwise, except as required by law. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

On August 21, 2023, the Company completed the Sale of Klein (see Note 2-"Sale of Subsidiary" in the accompanying financial statements for additional details). Effective with the Sale of Klein, we operate in one segment, Seamap. Our Seamap business designs, produces and sells seismic exploration and survey equipment. Its customers include foreign and domestic commercial marine survey companies and various governmental institutions.

Management believes that the performance of our Seamap business is indicated by revenues from sales of products and by gross profit from those sales. Management monitors EBITDA and Adjusted EBITDA, both as defined and reconciled to the most directly comparable financial measures calculated and presented in accordance with United States generally accepted accounting principles (“GAAP”), in the following table, as key indicators of our overall performance and liquidity.

	For the Three Months Ended October 31,						For the Nine Months Ended October 31,
	For the Three Months Ended April 30,
	2024			2023			2024			2023
	2025			2024
Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA from continuing operations	(in thousands)
Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA	(in thousands)
Net income (loss)	$	~~1,291~~(970	)	$	~~568~~954		$	~~3,043~~		$	~~(1,167~~	)
Interest expense, net		—			169			—			536
Depreciation and amortization		225			267
Depreciation and amortization		221			290			724			1,230
Provision for income taxes		294			245
Provision for income taxes		396			112			1,313			590
EBITDA (1)		(451	)		1,466
EBITDA (1)		1,908			1,139			5,080			1,189
Stock-based compensation		272			48
Stock-based compensation		47			106			141			264
Adjusted EBITDA (1)	$	(179	)	$	1,514
Income from discontinued operations net of depreciation and amortization		—			(2,308	)		—			(1,762	)
Reconciliation of Net Cash Provided by (Used in) Operating Activities to EBITDA
Adjusted EBITDA from continuing operations (1)	$	1,955		$	(1,063	)	$	5,221		$	(309	)
Net cash provided by (used in) operating activities	$	4,068		$	(4,753	)
Reconciliation of Net Cash Provided by (Used in) Operating Activities to EBITDA
Stock-based compensation		(272	)		(48	)
Net cash provided by (used in) operating activities	$	2,288		$	(2,147	)	$	(1,407	)	$	(5,624	)
Provision for inventory obsolescence		(15	)		(23	)
Gain on Sale of Klein		—			2,393			—			2,393
Changes in accounts receivable (current and long-term)		(3,985	)		2,847
Stock-based compensation		(47	)		(106	)		(141	)		(264	)
Taxes paid, net of refunds		80			430
Provision for inventory obsolescence		(22	)		(23	)		(67	)		(23	)
Gross profit from sale of other equipment		—			457
Changes in accounts receivable (current and long-term)		(115	)		(2,570	)		2,842			637
Changes in inventory		(282	)		2,812
Interest paid, net		—			169			—			576
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue		(143	)		(157	)
Taxes paid, net of refunds		473			192			1,411			617
Changes in prepaid expenses and other current and long-term assets		92			(100	)
Gross profit from sale of other equipment		—			49			457			385
Other		6			1
Changes in inventory		(1,798	)		2,841			3,944			3,174
EBITDA (1)	$	(451	)	$	1,466
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue		2,161			(427	)		191			(70	)
Changes in prepaid expenses and other current and long-term assets		(1,034	)		763			(2,076	)		(566	)
Other		2			5			(74	)		(46	)
EBITDA (1)	$	1,908		$	1,139		$	5,080		$	1,189

(1)

EBITDA and Adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income before (a) interest income and interest expense, (b) provision for (or benefit from) income taxes and (c) depreciation and amortization. Adjusted EBITDA excludes non-cash foreign exchange gains and losses, stock-based compensation, impairment of intangible assets and other non-cash tax related items. We consider EBITDA and Adjusted EBITDA to be important indicators for the performance of our business, but not measures of performance or liquidity calculated in accordance with GAAP. We have included these non-GAAP financial measures because management utilizes this information for assessing our performance and liquidity, and as indicators of our ability to make capital expenditures, service debt and finance working capital requirements and we believe that EBITDA and Adjusted EBITDA are measurements that are commonly used by analysts and some investors in evaluating the performance and liquidity of companies such as us. In particular, we believe that it is useful to our analysts and investors to understand this relationship because it excludes transactions not related to our core cash operating activities. We believe that excluding these transactions allows investors to meaningfully trend and analyze the performance of our core cash operations. EBITDA and Adjusted EBITDA are not measures of financial performance or liquidity under GAAP and should not be considered in isolation or as alternatives to cash flow from operating activities or to net income as indicators of operating performance or any other measures of performance derived in accordance with GAAP. In evaluating our performance as measured by EBITDA, management recognizes and considers the limitations of this measurement. EBITDA and Adjusted EBITDA do not reflect our obligations for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA and Adjusted EBITDA are only two of the measurements that management utilizes. Other companies in our industry may calculate EBITDA or Adjusted EBITDA differently than we do and EBITDA and Adjusted EBITDA may not be comparable with similarly titled measures reported by other companies.

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We design, manufacture and sell a variety of products used primarily in seismic and marine survey industries. Seamap’s primary products include (i) the GunLink seismic source acquisition and control systems; (ii) the BuoyLink RGPS tracking system used to provide precise positioning of seismic sources and streamers (marine recording channels that are towed behind a vessel) and (iii) SeaLink marine sensors and solid streamer systems (collectively, the “SeaLink” product line or “towed streamer products”). These towed streamer products are primarily designed for three-dimensional, high-resolution marine surveys in marine survey applications.

Our results of operations can experience fluctuations in activity levels due to a number of factors outside of our control. These factors include budgetary or financial concerns, supply chain issues, labor or political issues, inclement weather, and global pandemics. See Part II, Item 1A- “Risk Factors.”

Business Outlook

Our financial performance has improved significantly in recent periods, despite a decline in revenues in the quarter ended April 30, 2025 as compared to the previous quarter and the comparable period in the prior fiscal year. Although we had a history of generating operating losses prior to fiscal 2024, we generated operating income ~~from continuing operations~~ in fiscal 2024 and ~~the first three quarters~~ of fiscal 2025. WeThis ~~believe~~was ~~this is~~ due to increased demand within our primary markets and efforts to reduce costs and improve product margins.

OnThe ~~August~~decline ~~21,~~in ~~2023~~revenue in the current period was, we ~~completed~~believe, ~~the~~due ~~Sale~~to ofcertain ~~Klein~~expected ~~for~~and ~~cash~~unexpected ~~consideration~~factors. Delivery and recognition of a significant order of approximately $114.5 million. Inwas ~~addition~~delayed, ineven ~~connection~~though ~~with~~ the ~~Sale~~manufacturing ofand ~~Klein~~assembly had been completed, because of the ~~Company~~delay ~~granted~~of ~~the~~certain ~~Buyer a~~third-party ~~license~~components. We expect this order to be delivered in ~~its~~the ~~Spectral~~second Aiquarter ~~software~~of ~~suite,~~fiscal ~~exclusive~~2026. toAdditionally, ~~the~~a ~~Buyer~~significant asnumber itof ~~relates~~miscellaneous toorders, ~~side~~totaling ~~scan~~almost ~~sonar~~$1.0 ~~The~~million, ~~Company~~were completed and ~~the~~awaiting ~~Buyer~~shipment ~~also~~as ~~entered~~of ~~into~~the aend ~~collaboration~~of ~~agreement~~the period. However, for various reasons, the ~~further~~customers ~~development~~were ofunable ~~Spectral~~to Aiarrange for shipment and ~~potentially~~acceptance ~~other~~of ~~software~~the ~~projects~~orders. ~~The~~Also, ~~license~~during ~~and~~the ~~collaboration~~period our ~~agreements~~facility ~~provide~~in ~~opportunities~~Huntsville, ~~for~~Texas ~~recurring~~was ~~licensing~~undergoing ~~revenue~~expansion in order to handle an expected increase in activity and, ~~recovery~~as ofa ~~certain~~result, ~~ongoing~~repair ~~operating~~and ~~costs~~production activities were suspended for the majority of the period. ~~The~~We ~~Sale~~expect the expansion of ~~Klein~~the ~~served~~ facility to ~~streamline~~be completed in the ~~Company’s~~second ~~operations~~quarter ~~and~~of ~~provided needed~~fiscal ~~working~~2026 ~~capital~~and tofor ~~address~~repair ~~the~~and ~~financial~~production ~~requirements~~operation ~~associated~~to recommence, with ~~the~~a ~~continuing~~corresponding ~~growth~~increase ofin ~~our~~revenue ~~Seamap~~from ~~business~~this facility.

As of ~~October~~April 3130, ~~2024~~2025, our backlog of firm orders was approximately $2621.2 1 million, which isincreased ~~essentially flat with~~from ~~July 31, 2024. Our~~our backlog ~~totaled~~of approximately $3816.49 million as of January 31, ~~2024 and $37~~2025.4 ~~million as of October 31, 2023.~~ We believe a significant portion of our current backlog will be completed and shipped by the end of fiscal ~~2025~~2026. Additionally, we have a significant pipeline of pending and potential orders ~~that~~tin weaddition ~~estimate~~to ~~total more than twice~~ our backlog of firm orders. We believe these orders provide good visibility for the balance ofin ~~this~~ fiscal ~~year~~2026 and into the next year. ~~However~~We have seen at least one expected order delayed; however, based on information from the related customer, we expect the delayed order to be received later this fiscal year. In addition, we have recently identified new opportunities for later this fiscal year and subsequent periods. The level of backlog at a particular point in time may not necessarily be indicative of results in subsequent periods as the size and delivery period of individual orders can vary significantly.

On September 4, 2024, all outstanding shares of preferred stock were converted into common stock and retired. The Company issued approximately 6.6 million shares of common stock in connection with the conversion. Accordingly, the Company no longer has obligations regarding preferred stock dividends, including undeclared dividends from previous periods (see Note 1411- “Equity and Stock-Based Compensation” for additional details).

Our revenues tend to fluctuate from quarter to quarter due to delivery schedules and other factors. We currently expect revenue in fiscal 2026 to be consistent with the revenue reported in fiscal 2025, todespite ~~exceed~~the ~~that~~decline in the first quarter of fiscal ~~2024~~2026. However, no assurances of such results can be made, and there are a number of risks which could cause results to be less than anticipated. Those risks include the following:

•

Inability of our customers to accept delivery of orders as scheduled;

•

Cancellation of orders;

•

Production difficulties, including supply chain disruptions, which could delay the completion of orders as scheduled;

•

Anticipated orders not being received as expected; and

•

Other unanticipated delays beyond our control.

In our Seamap business we address the following primary markets:

• Marine Survey

• Marine Exploration

We see a number of opportunities to add to our technology and to apply existing technology and products to new applications.

Revenue from our Spectral Ai software suite has been de-minimus to date. However, feedback from customers has been very positive and we believe there are a number of other potential customers. We are exploring ways in which we can more quickly address an expanded market for this technology.

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In our Seamap business, we address the marine survey and exploration markets. We see a number of opportunities to add to our technology and to apply existing technology and products to new applications. We also continue to pursue initiatives to further expand our product offerings. These initiatives include new internally developed technology, introduction of new products based on our existing technology, technology obtained through partnering arrangements with others and a combination of all of these. There can be no assurance that any of these initiatives will ultimately have a material impact on our financial position or results of operations. The Company is also pursuing certain business opportunities with governmental organizations. Because the sales cycle for these projects can be quite long and can be impacted by a variety of factors, including the level of competition and budget limitations, the timing of contract awards is often difficult to predict.

We believe there are certain developments within the marine technology industry that can have a significant impact on our business. These developments include the following:

•

Increased activity within the marine exploration space, including applications for alternative energy projects such as offshore windfarms and carbon capture projects; and

•

Demand for economical, commercially developed, technology for maritime security applications.

In response to these, and other, developments we have prioritized certain strategic initiatives to exploit the opportunities that we perceive. These initiatives include ~~the~~adaption ~~following~~of our SeaLink solid streamer technology to:

• ~~Adaptation~~Alternative ~~of our SeaLink solid streamer technology to alternative~~ applications, such as hydrographic surveys for windfarm and carbon capture projects; and

• ~~Application~~Maritime ofsecurity ~~our Spectral Ai software suite technology to side scan sonar systems and potentially other sensor systems~~applications.

We believe that the above applications expand our addressable markets and provide opportunities for further growth in our revenues.

InGeneral ~~fiscal~~inflation ~~2024,~~levels wehave ~~eliminated~~increased ~~two~~in ~~executive~~recent ~~management~~years due ~~positions~~in ~~and~~part ~~certain~~to ~~other~~supply ~~administrative~~chain ~~positions in~~issues, ~~order~~increased toenergy ~~further~~costs ~~control general~~ and ~~administrative~~geopolitical ~~costs~~uncertainty. In Weaddition, ~~have~~shortages ~~eliminated~~of certain ~~other~~components, ~~positions~~such inas ~~fiscal~~electronic ~~2025.~~components, ~~The~~have ~~Sale~~caused ofprices ~~Klein~~for ~~has~~available ~~allowed~~components us to ~~further~~increase ~~streamline~~in ~~our~~some ~~operations~~cases. ~~Should~~Although ~~future~~these ~~financial~~factors ~~results~~have ~~fall~~had ~~below~~a ~~our~~negative ~~expectation,~~impact weon ~~may take further steps to reduce costs. We believe many of~~ our costs ~~are variable in nature~~, ~~such~~our asrevenues ~~raw~~and ~~materials~~results ~~and~~of ~~labor-related~~operations ~~costs.~~have ~~Accordingly,~~not webeen ~~believe~~materially weimpacted ~~can~~by ~~reduce~~inflation ~~such~~or ~~costs~~changing ~~commensurate~~prices ~~with~~in ~~any~~the ~~declines~~past intwo ~~our~~fiscal ~~business~~years.

General inflation levels have increased in recent years due in part to supply chain issues, increased energy costs and geopolitical uncertainty. In addition, shortages of certain components, such as electronic components, have caused prices for available components to increase in some cases. These factors have had a negative impact on our costs; however, the magnitude of such impact cannot be accurately determined.

Our revenues and results of operations have not been materially impacted by inflation or changing prices in the past two fiscal years, except as described above.

Results of Operations

Revenues for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 were approximately $127.19 million ~~and $31.8 million~~, ~~respectively,~~ compared to approximately $59.07 million ~~and $23.1 million~~ for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2023, respectively~~2024. The revenue ~~increase~~decrease ~~in the three and nine month periods ended October 31, 2024, compared to the prior year periods~~ was primarily due to ~~increased activity within~~ the ~~marine~~delayed ~~technology~~delivery of ~~markets,~~a ~~including~~significant ~~those~~order ~~activities related to energy exploration~~ and ~~alternative~~other ~~energy~~factors ~~initiatives~~discussed above. For the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025, we generated an operating ~~income~~ loss of approximately $~~1.9 million and $4.0 million~~658, ~~respectively~~000, compared to an operating ~~loss~~income of approximately $~~1.5~~730,000 ~~million and $1.8 million~~ for the three ~~and nine~~ months ended ~~October 31~~April 30, ~~2023~~2024. The ~~increase~~decrease in operating income in the current year was attributable to ~~increased~~decreased revenues, and increased ~~decreased~~ selling, general and administrative costs ~~and reduced research and development costs~~ during the ~~nine~~three months ended ~~October 31~~April 30, ~~2024~~2025. A more detailed explanation of these variations follows.

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Revenues and Cost of Sales

Revenues and cost of sales for our Seamap business were as follows:

	Three Months Ended						~~Nine Months Ended~~
	October 31,						October 31,
	April 30,
	2024			2023			2024			2023
	2025			2024
	(in thousands)						~~(in thousands)~~
Revenues:
Seamap	$	127,~~105~~902		$	49,~~974~~678		$	~~31,819~~		$	~~23,132~~
Cost of sales:
Seamap		64,~~684~~571			25,~~721~~460			~~17,402~~			~~13,402~~
Gross profit	$	53,~~421~~331		$	24,~~253~~218		$	~~14,417~~		$	~~9,730~~
Gross profit margin		4542	%		4544	%		45	%		42	%

A significant portion of Seamap’s sales consist of large discrete orders, the timing of which is dictated by our customers. This timing generally relates to the availability of a vessel so that our products can be installed. Accordingly, ~~there~~sales can significantly ~~be significant variation in sales~~ vary from one period to another. During the three ~~and nine~~ month ~~periods~~ period ended ~~October~~April 3130, ~~2024~~2025, approximately 6029% of our revenues related to the sale of new systems with the remaining 4071% related to “after market” activity such as the sale of spare parts, repairs and ~~training~~services. The gross profit and gross profit margins for Seamap were approximately $53.43 million and 4542% ~~and $14.4 million and 45% for the three and nine-month periods ended October 31~~, ~~2024,~~ respectively, ~~compared to~~ ~~approximately $2.3 million~~ and ~~45% and~~ $94.72 million and 4244% ~~in the three and nine-month periods ended October 31~~, ~~2023~~respectively, ~~respectively.~~for ~~For~~ the three month periods, ~~the~~ended ~~gross~~April ~~profit margins were comparable~~30, ~~despite significantly higher revenue in the fiscal~~ 2025 ~~period~~, ~~due~~and April ~~mainly~~30, to2024, ~~revenue mix~~respectively. The gross profit ~~margins~~margin in first ~~nine-months~~quarter of fiscal ~~2025~~2026 ~~improved~~decreased from the ~~comparable period in the~~ prior ~~fiscal~~ year, ~~due~~comparable toperiod primarily ~~price increases implemented in fiscal 2024 and increased production efficiencies. The increased production efficiencies were~~ due ~~primarily~~ to ~~higher~~ ~~overhead~~lower absorption ~~from~~of ~~incremental~~fixed ~~activity~~costs ~~levels~~from ~~and~~lower ~~production and procurement efficiencies facilitated by increased order backlog~~revenues.

Operating Expenses

General and administrative expenses for the three ~~and nine-~~months ended ~~October 31,~~April ~~2024~~30, ~~respectively~~2025, were approximately $23.~~8 million~~4 ~~and $8.3~~ million, compared to approximately $2.98 million ~~and $9.2 million~~ for the three ~~and nine-~~months ended ~~October 31,~~April ~~2023~~30, ~~respectively~~2024. The ~~decrease~~current ~~from~~period ~~the~~included ~~prior~~certain ~~periods~~items iswe ~~primarily the~~consider ~~result~~to ofbe ~~lower~~non-recurring, ~~compensation~~including ~~expense~~costs ~~due~~related to ~~headcount~~a ~~reductions,~~restructuring our Seamap operations in the United Kingdom and tax planning and analysis arising from the ~~impact~~preferred ofstock ~~broader~~conversion ~~cost~~in ~~control~~fiscal ~~measures~~2025. Also contributing to the increase was higher stock-based compensation and franchise tax expense.

Research and development costs were approximately $~~562~~380,000 ~~and $1.4 million~~, in the three ~~and nine-~~month ~~periods~~ period ended ~~October~~April 3130, ~~2024~~2025, ~~respectively,~~ compared to approximately $~~508~~462,000 ~~and $1.5 million~~, in the three ~~and nine-~~month period ended ~~October~~April 3130, ~~2023, respectively~~2024. Costs in each of the periods are related primarily to development of our next generation towed streamer system ~~and ongoing development of our Spectral Ai software suite~~.

Depreciation and amortization expense, which includes depreciation of equipment, furniture and fixtures and the amortization of intangible assets, decreased primarily attributable to assets becoming fully depreciated and amortized over the year. These costs were approximately $~~221~~225,000 and $~~724~~267,000 in the three ~~and nine-~~month periods ended ~~October~~April 3130, ~~2024~~2025, ~~respectively, as compared to approximately $257,000~~ and April ~~$892~~30,~~000~~ ~~in the three and nine-month periods ended October 31~~2024, ~~2023,~~ respectively.

~~Interest~~Other ~~Expense~~Income

~~Interest~~Other ~~expense~~income ~~of approximately $169,000 and $536,000 in the three and nine-months ended October 31, 2023, respectively, was~~ primarily ~~due~~relates to ~~interest~~gains on the ~~Loan.~~sale ~~The Loan was repaid in fiscal 2024 in connection with the Sale~~ of ~~Klein~~certain ~~(see~~ancillary ~~note~~equipment, ~~2-"Sale~~scrap ofsales ~~Subsidiary"~~ and ~~note~~other ~~10-"Notes Payable" for additional details)~~income.

Other Expense

Other expense primarily relates to gains on the sale of certain ancillary equipment, scrap sales and other income.

Provision for Income Taxes

For the three ~~and nine-~~months ended ~~October 31~~April 30, ~~2024~~2025, weour ~~reported~~income tax expense ofwas approximately $~~396~~294,000 ~~and $1.3 million, respectively,~~ on a pre-tax ~~income~~loss ~~from continuing operations~~ of approximately $~~1.7 million and $4.4 million~~676, ~~respectively~~000. For the three ~~and nine-~~month period ended ~~October~~April 3130, ~~2023~~2024, our income tax expense was approximately $~~112~~245,000 ~~and $590,000, respectively,~~ on pre-tax ~~loss from~~income ~~continuing operations~~ of approximately $1.~~6 million and $~~2.0 million~~, respectively~~. These amounts differed from the result expected when applying the U.S. statutory rate of 21% to our income or loss ~~from continuing operations~~ before income taxes for the respective periods due primarily to the impact of income taxes accrued in certain foreign jurisdictions, primarily Singapore, which do not have net operating losses available to offset taxable income, and because valuation allowances have been recorded against increases in our deferred tax assets. Valuation allowances have been provided against all deferred tax assets in the United States and certain foreign jurisdictions, including Malaysia and the United Kingdom.

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Liquidity and Capital Resources

Until recently, the Company had a history of generating operating losses and negative cash from operating activities and relied on cash from the sale of lease pool equipment and the sale of preferred stock and common stock. However, the Company~~’s operating results improved significantly in fiscal 2024 as compared to fiscal 2023 and prior years. The Company~~ generated net income from operations and positive Adjusted EBITDA for ~~the~~ fiscal ~~year~~2025 ~~ended January 31, 2024~~ and ~~the three and nine~~fiscal ~~month periods ended October 31,~~ 2024. Although ~~In addition,~~ the Company ~~sold~~generated ~~its~~a ~~Klein business on August 21, 2023, generating~~ net ~~proceeds~~loss offrom ~~approximately~~operations ~~$7.3~~for ~~million~~the ~~after~~three ~~settlement~~months ofended ~~closing~~April ~~costs and all outstanding amounts due and owed~~30, ~~including principal~~2025, ~~interest,~~cash ~~and~~provided ~~other~~by ~~charges,~~operating onactivities ~~the~~was ~~Company’s~~approximately $34.75 1 million ~~loan~~. We ~~The~~anticipate ~~Sale~~generating ofnet ~~Klein~~income ~~increased the~~for ~~Company’s~~fiscal ~~working capital and improved its liquidity situation~~2026.

As of ~~October~~April 3130, ~~2024~~2025, the Company had working capital of approximately $2122.2 8 million, including cash and cash equivalents of approximately $39.5 2 million, compared to working capital of approximately $1823.1 5 million, including cash and cash equivalents of approximately $5.3 million, as of January 31, ~~2024~~2025. The Company does not have a credit facility in place and depends on cash on hand and cash flows from operations to satisfy its liquidity needs.

The Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, potential financing secured by company -owned real property, disciplined working capital commitments, and potentially securing a credit facility or some other form of financing. In During the ~~six~~twelve month ~~months~~ period ended ~~October~~April 3130, ~~2024~~2025, the Company generated positive cash from operating activities in the amount of approximately $39.35 million.

In addition, management believes there are a number of other factors and actions available to the Company to address any liquidity needs, including the following:

•

The Company has no obligations or agreements containing “maintenance type” financial covenants.

• The Company had working capital of approximately $2122.28 million as of ~~October~~April 3130, ~~2024~~2025, including cash of approximately $39.52 million.

•

Should revenues be less than projected, the Company believes it is able, and has plans, to reduce costs proportionately in order to maintain positive cash flow.

• The majority of the Company’s costs are variable in nature, such as raw materials and personnel related costs. In fiscal 2024, the Company eliminated two executive level positions and ~~has~~ made additional headcount reductions in fiscal 2025. Furthermore, additional reductions in operations, sales, and general and administrative headcount could be made, if deemed necessary by management.

• The Company had a backlog of orders related to the Seamap segment of approximately $2621.21 million as of ~~October~~April 3130, ~~2024~~2025, as well as a substantial pipeline of other prospects. Production for certain of these orders was in process and included in inventory as of ~~October~~April 3130, ~~2024~~2025, thereby reducing the liquidity needed to complete the orders.

• On September 4, 2024, all outstanding shares of preferred stock were converted into common stock and retired. The Company issued approximately 6.6 million shares of common stock in connection with the conversion. Accordingly, the Company no longer has obligations regarding preferred stock dividends, including undeclared dividends from previous periods. The conversion of preferred stock into common stock was effected pursuant to an amendment to the Certificate of Designations, Preferences and Rights of the preferred stock. The amendment was approved by preferred stockholders at a virtual special meeting held on August 29, 2024 (see Note 1411- “Equity and Stock-Based Compensation” for additional details).

	•	In recent years, the Company has raised capital through the sale of common stock and preferred stock pursuant to the at-the-market program (the "ATM Offering Program") and underwritten offerings on Form S-1. ~~Currently,~~In April 2025 the Company isfiled ~~not~~a ~~eligible~~registration tostatement ~~issue~~on ~~securities pursuant to~~ Form S-3, ~~and~~which ~~accordingly~~was ~~cannot~~declared ~~sell~~effective ~~securities~~on ~~pursuant~~May to1, ~~the ATM Offering Program~~2025. ~~However,~~The ~~with~~Company ~~the~~believes ~~elimination~~it ofcould ~~the~~sell ~~preferred~~debt ~~stock~~or ~~dividends~~equity insecurities ~~arrears,~~pursuant ~~the Company anticipates becoming eligible~~ to ~~utilize~~this ~~Form~~registration ~~S-3~~statement ~~after~~via ~~the~~a ~~Company~~new ~~files~~ATM ~~its~~Offering ~~Form 10-K for fiscal 2025. Additionally~~Program, ~~the Company may sell securities pursuant to Form S-1~~ or inother ~~private transactions~~means. Management expects to be able to raise further capital through these available means should the need arise.
	•	The Company owns unencumbered real estate near Huntsville, Texas which could be used to generate capital if needed through a mortgage or sale lease transaction. The appraised value of this property is approximately $5.0 million. ~~The Company demonstrated its ability to do this through a secured lending transaction in early fiscal 2024, which was repaid from the proceeds from the Sale of Klein.~~

~~Due~~In toorder ~~the rising level of sales and production activities there are increasing requirements for purchases of inventory and other production costs. Additionally, due~~ to ~~component~~fund ~~shortages~~future ~~and long-lead times for certain items there are requirements in some cases to purchase items well in advance. Furthermore~~growth, ~~some~~we ~~suppliers~~may ~~require~~explore ~~prepayments~~sources ~~in order to secure some items. All~~ of ~~these~~additional ~~factors combine to increase the Company’s working~~ capital ~~requirements. Furthermore~~, ~~Management~~which ~~believes~~could ~~there~~include ~~are~~secured ~~opportunities~~debt ~~to increase production capacity and efficiencies. However~~financing, ~~some~~the sale of ~~these~~assets ~~opportunities may require additional investments such as in production equipment~~ or ~~other~~investment ~~fixed assets. If we are unable to meet suppliers' demands, we may not be able to produce products and fulfill orders~~ from ~~our~~strategic ~~customers~~industry participants.

In order to fund future growth, we may explore sources of additional capital. Such sources include private or public issues of equity or debt securities, or a combination of such securities. Other sources could include secured debt financing, the sale of assets or investment from strategic industry participants.

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The following table sets forth selected historical information regarding cash flows from our Consolidated Statements of Cash Flows:

	For the Nine Months Ended
	For the Three Months Ended
	October 31,
	April 30,
	2024			2023
	2025			2024
	(in thousands)
Net cash used in operating activities	$	(1,407	)	$	(5,624	)
Net cash provided by (used in) operating activities	$	4,068		$	(4,753	)
Net cash provided by investing activities		244			11,018
Net cash (used in) provided by investing activities		(237	)		391
Net cash used in financing activities		(619	)		(589	)
Net cash from financing activities		—			—
Effect of changes in foreign exchange rates on cash and cash equivalents		(25	)		(143	)
Net decrease in cash and cash equivalents	$	(1,784	)	$	4,791
Net increase (decrease) in cash and cash equivalents	$	3,836		$	(4,365	)

As of ~~October~~April 3130, ~~2024~~2025, we had working capital of approximately $2122.2 8 million, including cash and cash equivalents of approximately $39.52 million, as compared to working capital of approximately $1823.15 million, including cash and cash equivalents of approximately $5.3 million, at January 31, ~~2024~~2025.

Cash Flows from Operating Activities. Net cash ~~used~~provided in by operating activities was approximately $1.4.1 million in the first ~~nine~~three months of fiscal ~~2025~~2026 as compared to cash used in operating activities of approximately $54.68 million in the first ~~nine~~three months of fiscal ~~2024~~2025. The ~~decrease~~increase in net cash ~~used~~provided in by operating activities in ~~the first nine months of fiscal 2025 compared to the prior year period~~ was due mainly to ancollections ~~increase~~on inaccounts ~~net income~~receivable.

Cash Flows from Investing Activities. ~~Cash~~Net ~~provided~~cash by used in investing activities during the first ~~nine~~ three months of fiscal ~~2025~~2026 relates ~~decreased~~primarily ~~approximately~~to ~~$10.8~~the ~~million over~~purchase of assets and investment related to the ~~same~~expansion ~~period~~of our facility in ~~fiscal~~Huntsville, ~~2024.~~Texas ~~The~~as ~~decrease relates primarily~~discussed toabove, ~~proceeds~~compared ~~from~~to ~~the~~cash ~~sale~~provided ofby ~~Klein~~investing activities in ~~fiscal~~the ~~2024~~prior year period, which ~~not~~related primarily ~~recurring~~to inproceeds ~~fiscal~~from ~~2025~~the sale of other assets.

Cash Flows from Financing Activities. ~~Net~~For ~~cash used in financing activities during~~ the ~~first~~three ~~nine~~ months ofended ~~fiscal~~April ~~2025 consisted~~30, ~~of approximately $619~~2025,~~000 of transaction~~ ~~costs associated with the conversion of preferred stock to common stock (see Note 14- "Equity~~ and ~~Stock-Based~~April ~~Compensation~~30, ~~" for additional details). Net cash used in financing activities during the first nine months of fiscal~~ 2024 ~~consisted of approximately $589~~,~~000~~ ofthere ~~payments~~were ~~net~~no ~~of proceeds~~ activities related to ~~short-term loans (see Note 10 - "Notes Payable" for additional details)~~financing.

We have determined that the undistributed earnings of foreign subsidiaries are not deemed indefinitely reinvested outside of the United States as of ~~October~~April 3130, ~~2024~~2025. Furthermore, we have concluded that any deferred taxes with respect to the undistributed foreign earnings would be immaterial.

As of ~~October~~April 3130, ~~2024~~2025, we had deposits in foreign banks equal to approximately $39.30 million, all of which we believe could be distributed to the United States without adverse tax consequences. However, in certain cases, the transfer of these funds may result in withholding taxes payable to foreign taxing authorities. If withholding taxes should become payable, we believe the amount of tax withheld would be immaterial.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Estimates

Information regarding our critical accounting estimates is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended January 31, ~~2024~~2025. There have been no material changes to our critical accounting estimates during the three- ~~and nine-~~month ~~periods~~period ended ~~October~~April 3130, ~~2024~~2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk, which is the potential loss arising from adverse changes in market prices and rates. We have not entered, and do not intend to enter, into derivative financial instruments for hedging or speculative purposes.

Foreign Currency Risk

We operate in several foreign locations, which gives rise to risk from changes in foreign currency exchange rates. To the extent possible, we attempt to denominate our transactions in foreign locations in U.S. dollars. For those cases in which transactions are not denominated in U.S. dollars, we are exposed to risk from changes in exchange rates to the extent that non-U.S. dollar revenues exceed non-U.S. dollar expenses related to those transactions. Our non-U.S. dollar transactions are denominated primarily in British pounds, Singapore dollars and European Union euros. As a result of these transactions, we generally hold cash balances that are denominated in these foreign currencies. AtAs ~~October~~of April 3130, ~~2024~~2025, our consolidated cash and cash equivalents included foreign currency denominated amounts equivalent to approximately $~~190,000~~ 1.2 million in U.S. dollars. A 10% increase in the U.S. dollar as compared to each of these currencies would result in a loss of approximately $19120,000 in the U.S. dollar value of these deposits, while a 10% decrease would result in an equal amount of gain. We do not currently hold or issue foreign exchange contracts or other derivative instruments to hedge these exposures.

Interest Rate Risk

As of ~~October~~April 3130, ~~2024~~2025, we had no debt.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive ~~officers~~ officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our principal executive officer and principal financial officer have concluded that our current disclosure controls and procedures were ~~not~~ effective as of April ~~October 31~~30, ~~2024,~~2025 at ~~due to a material weakness in our internal control over financial reporting relating to~~ the ~~existence~~reasonable ofassurance ~~inventory that was disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024~~level.

Remediation

As previously described in Part II, Item 9A, "Controls and Procedures" of our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, we are implementing a remediation plan to address the material weakness in our internal controls over the existence of inventory. The remediation plan envisages a year-end inventory count encompassing one hundred percent (100%) of our inventory in Singapore and Malaysia. The weakness will remain unresolved until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

~~Other~~There ~~than changes in connection with the remediation plan discussed above, there~~ was no change in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~October~~April 3130, ~~2024~~2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

From time to time, we are a party to legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceedings, individually or collectively, that we believe could have a material adverse effect on our results of operations or financial condition or is otherwise material.

Item 1A. Risk Factors

In addition to the other information set forth elsewhere in this Form 10-Q, you should carefully consider the risks discussed in our Annual Report on Form 10-K for the year ended January 31, ~~2024~~2025, which risks could materially affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K for the year ended January 31, ~~2024~~2025. The risks described in our Annual Report on Form 10-K for the year ended January 31, ~~2024~~2025, are not the only risks the Company faces. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

Not applicable.

	(b)	Not applicable.
	(c)	Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

Exhibits

The exhibits marked with the cross symbol (†) are filed (or furnished in the case of Exhibit 32.1) with this Form 10-Q.

Exhibit	Document Description	Form	Exhibit
Number			Reference
2.1	A Stock Purchase Agreement dated as of August 21, 2023, by and among General Oceans, Inc., Klein Marine Systems Inc. and MIND Technology, Inc.	Current Report on Form 8-K, filed with the SEC on August 21, 2023.	10.1
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	Texas Certificate of ~~Designations~~Merger, ~~Preferences~~effective ~~and~~as ~~Rights~~ of ~~MIND~~August ~~Technology~~3, ~~Inc. 9.00% Series A Cumulative Preferred Stock~~2020	Current Report on Form 8-K, filed with the SEC on August 7, 2020.	3.51
3.5	~~Certificate~~Delaware ~~of Amendment of~~ Certificate of ~~Designations~~Merger, ~~Preferences~~effective ~~and~~as ~~Rights~~ of ~~MIND~~August ~~Technology~~3, ~~Inc. 9.00% Series A Cumulative Preferred Stock~~2020	Current Report on Form 8-K, filed with the SEC on ~~September~~August 257, 2020.	3.12
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	Form 8-K filed with the SEC on October 13, 2023.	3.2
3.9	Fifth 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 5, 2024.	3.1
3.10	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
3.11	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
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, and Mark A. Cox, Chief Financial Officer, under Section 906 of the Sarbanes Oxley Act of 2002, 18 U.S.C. § 1350
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 (formatted as Inline XBRL and contained in Exhibit 101).

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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 thereunto duly authorized.

	MIND TECHNOLOGY, INC.
Date: December 12, 2024	/s/ Robert P. Capps
Date: June 11, 2025	/s/ Robert P. Capps
	Robert P. Capps
	President and Chief Executive Officer
	(Duly Authorized Officer)

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