Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing
On January 24, 2023, MIND Technology, Inc. (the "Company") received
approval from The NASDAQ Stock Market LLC ("Nasdaq") to transfer the listings of
its common stock, $0.01 par value per share (the "common stock"), and Series A
preferred stock, $1.00 par value per share (the "preferred stock," and
collectively with the common stock, the "securities"), from The Nasdaq Global
Select Market to The Nasdaq Capital Market, effective with the opening of the
market on January 26, 2023. The Company's common stock and preferred stock will
continue to trade under the symbols "MIND" and "MINDP", respectively. The Nasdaq
Capital Market is a continuous trading market that operates in substantially the
same manner as The Nasdaq Global Select Market.
As previously reported, on July 27, 2022, the Company's common stock was not in
compliance with Nasdaq's requirement to maintain a minimum bid price of $1.00
per share for continued listing on The Nasdaq Global Select Market (the "Bid
Price Requirement"). The Company was granted 180 calendar days, or until
January 23, 2023, to regain compliance with the Bid Price Requirement.
On January 17, 2023, as required in order to request an additional 180 calendar
day compliance period, the Company applied to transfer its securities from The
Nasdaq Global Select Market to The Nasdaq Capital Market (the "listings
transfer"). On January 24, 2023, the Company received a letter from the Nasdaq
Listing Qualifications Department (the "Staff") notifying the Company that its
listings transfer was approved and that the Company is eligible for an
additional 180 calendar day period, or until July 24, 2023, to regain compliance
with the Bid Price Requirement. The Staff's approval was in part based upon the
Company meeting the applicable market value of publicly held shares requirement
for continued listing and all other applicable requirements for initial listing
on The Nasdaq Capital Market (except for the Bid Price Requirement); the
Company's written notice of its intention to cure the deficiency by effecting a
reverse stock split, if necessary; its agreement to the conditions outlined in
the Nasdaq Listing Agreement; and additional supporting information provided in
its application. If, at any time before July 24, 2023, the closing bid price for
the Company's common stock closes at $1.00 or more for a minimum of 10
consecutive business days, the Staff will provide written notification to the
Company that it has regained compliance with the Bid Price Requirement, unless
the Staff exercises its discretion to extend this 10 business day period
pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
If the Company does not regain compliance with the Bid Price Requirement by the
applicable date, the Staff will provide written notification that the Company's
common stock will be delisted. At that time, the Company may appeal the Staff's
determination to a Nasdaq Listing Qualifications Panel. However, there can be no
assurance that such an appeal would be successful.
The Company plans to carefully assess potential actions to regain compliance.
However, there can be no assurance that the Company will be able to regain
compliance with the Bid Price Requirement during the additional 180 calendar day
compliance period.
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MIND TECHNOLOGY, INC. 
