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SAEX > SEC Filings for SAEX > Form 8-K on 13-Jan-2014All Recent SEC Filings




Unregistered Sale of Equity Securities, Other Events, Financial Stat

Item 3.02. Unregistered Sales of Equity Securities.

On January 10, 2014, warrants to purchase an aggregate of 600,000 and 400,000 shares of common stock (the "Warrants") of SAExploration Holdings, Inc. (the "Company") were issued to Eric S. Rosenfeld and David D. Sgro, respectively, two of the Company's founding stockholders and current directors. The Warrants were issued upon the conversion of promissory notes issued by the Company to Messrs. Rosenfeld and Sgro in the aggregate principal amounts of $300,000 and $200,000, respectively, to evidence working capital loans made to the Company.

Each Warrant is exercisable for one share of the Company's common stock at a cash exercise price of $12.00. The Warrants are exercisable for cash or on a "cashless basis," at the holder's option, and are not redeemable by the Company, so long as they are still held by the initial holders or their affiliates. The Warrants expire on June 24, 2016. Messrs. Rosenfeld and Sgro have advised the Company that they will each exchange their Warrants for common stock, at a ratio of ten Warrants for one share, in the Company's warrant exchange offer described in Item 8.01 of this report.

The issuance of the Warrants to Messrs. Rosenfeld and Sgro was made in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients are two of the founding stockholders of the Company and members of its board of directors and received the subject securities in private transactions.

Item 8.01. Other Events.

On January 7, 2014, the Company issued a press release announcing that it commenced an offer to exchange warrants to purchase 15.0 million shares of its common stock for up to 1.5 million shares of its common stock. Each warrant holder will have the opportunity to receive one share of the Company's common stock in exchange for every ten outstanding warrants tendered by the holder and exchanged pursuant to the warrant exchange offer. The press release further stated that this warrant exchange will be open for at least twenty business days beginning on January 7, 2014 and is scheduled to expire on February 7, 2014, unless extended or earlier terminated by the Company. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press release dated January 7, 2014.

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