Explanatory Note
As previously disclosed in the Current Report on Form 8-K filed by Dawson Geophysical Company (the “Company”) on March 24, 2023 (the “Initial 8-K”) with the United States Securities and Exchange Commission (the “SEC”), on March 24, 2023, the Company consummated an acquisition (the “Acquisition”) as set forth in that certain Asset Purchase Agreement (as amended from time to time, the “Purchase Agreement”), by and among the Company, Wilks Brothers, LLC, a Texas limited liability company, for the limited purposes set forth therein (“Wilks”), and Breckenridge Geophysical, LLC, a Texas limited liability company and a wholly-owned subsidiary of Wilks (“Breckenridge”). Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions described therein, the Company completed the purchase of substantially all of the Breckenridge assets related to seismic data acquisition services other than its multi-client data library (the “Assets”), in exchange for a combination of equity consideration and a convertible note (the “Transaction”). The consideration delivered by the Company to Wilks for the Assets consisted of the following equity consideration and convertible note (in the aggregate, the “Consideration”): (i) 1,188,235 newly-issued shares of common stock of the Company (the “Issued Common Shares”); and (ii) a convertible promissory note (the “Convertible Note”) in the principal amount of $9,880,000.50 payable on or after June 30, 2024 that, upon the terms and subject to the conditions described therein, will automatically convert into 5,811,765 newly-issued shares of common stock of the Company (the “Conversion Shares”) at a conversion price of $1.70 per share, subject to adjustment as described in the Convertible Note, after the Company receives stockholder approval of the proposal to issue the Conversion Shares upon conversion of the Convertible Note in accordance with Listing Rule 5635 of the NASDAQ Listed Company Manual.
The Company is filing this amendment to the Initial 8-K for the purpose of filing (i) the audited consolidated financial statements and related notes of Breckenridge as of and for the year ended December 31, 2022 and (ii) the unaudited proforma combined financial statements of the Company as of and for the year ended December 31, 2022, after giving effect to the Acquisition. This amendment should be read in conjunction with the Initial 8-K and the Company’s other filings with the SEC. Except as provided herein, the disclosures made in the Initial 8-K remain unchanged.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The audited financial statements of Breckenridge, which comprise the balance sheet as of December 31, 2022 and the related statements of operations, changes in member’s equity and cash flows for the year then ended and the related notes thereto, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2022, the unaudited proforma combined financial statements of operations of the Company for the year ended December 31, 2022 and the notes related thereto are filed as Exhibit 99.2 hereto and incorporated herein by reference. These unaudited proforma combined financial statements give effect to the Acquisition on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.
