IO / ION Geophysical Corp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 1, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED COMMON STOCK The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock (the "Common Stock") of ION Geophysical Corporation (the "Company") from listing and registration on the Exchange on June 14, 2022, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the NYSE.

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 18, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION receives notice of delisting proceedings from NYSE

Exhibit 99.1 ION receives notice of delisting proceedings from NYSE HOUSTON ? May 18, 2021 ? ION Geophysical Corporation (NYSE:IO) announced today that is has received a notice from the New York Stock Exchange (?NYSE?, the ?Exchange?) that the staff of NYSE Regulation has determined to commence proceedings to delist the common stock of ION Geophysical Corporation (the ?Company?) ? ticker symbol IO

ION Geophysical Corporation 4203 Yoakum Blvd., Suite 100 Houston, Texas 77006

ION Geophysical Corporation 4203 Yoakum Blvd., Suite 100 Houston, Texas 77006 May 12, 2022 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: ION Geophysical Corporation Request to Withdraw Registration Statement on Form S-1 File No. 333-257757 Ladies and Gentlemen: Pursuant to Rule 477 under th

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* ION Geophysical Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 462044207 (CUSIP Number) Gates Capital Management, Inc. 1177 Avenue of the Americas, 46th Floor New York, New York 10036 with a copy to: Eleazer Klein, Esq. Adr

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION Receives Non-compliance Notice from NYSE Regarding 10-K Filing Delinquency

Exhibit 99.1 ION Receives Non-compliance Notice from NYSE Regarding 10-K Filing Delinquency HOUSTON ? April 22, 2022 ? ION Geophysical Corporation (NYSE:IO) today announced that on April 18, 2022 it received a letter from the New York Stock Exchange (the "NYSE") notifying the Company that it is not in compliance with the NYSE's continued listing standards given the Company failed to timely file it

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 10, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces agreement for further forbearance extensions related to both its first and second lien debt

Exhibit 99.1 ION announces agreement for further forbearance extensions related to both its first and second lien debt HOUSTON ? April 11, 2022 ? ION Geophysical Corporation (NYSE: IO) today announced that the lenders under its Credit Agreement have agreed to extend the current forbearance through April 12, 2022. ION also announced that holders of more than 79% of its 2025 Notes agreed to continue

13-week Forecast dated April 11, 2022.

Exhibit 99.4

ION Commences Voluntary Chapter 11 Process with Lender Support and DIP Financing

Exhibit 99.2 ION Commences Voluntary Chapter 11 Process with Lender Support and DIP Financing HOUSTON ? April 12, 2022 ? ION Geophysical Corporation (NYSE: IO) and certain affiliates (?ION? or the ?Company?) today announced that, after evaluating a variety of strategic alternatives, it has filed for voluntary Chapter 11 relief in the U.S. Bankruptcy Court for the Southern District of Texas, Housto

Restructuring Support Agreement, dated April 12, 2022, including Disclosure Statement and Plan.

Exhibit 10.1 RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto (the ?Exhibits?), as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?) dated as of April 12, 2022, is entered into by and among: (i) ION Geophysical Corporation, a Delaware corporation (?

Cleansing Material

Exhibit 99.3

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 4, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces agreement to further forbearance extensions related to both the first lien and second lien debt

Exhibit 99.1 ION announces agreement to further forbearance extensions related to both the first lien and second lien debt HOUSTON ? April 5, 2022 ? ION Geophysical Corporation (NYSE: IO) announced today that it has entered into a Second Amendment to the Second Forbearance extension with the lenders under its Seventh Amendment to the Credit Agreement dated March 8, 2022, pursuant to which the lend

Second Amendment to the Second Forbearance, dated April 4, 2022

Exhibit 10.1 SECOND AMENDMENT TO THE SECOND FORBEARANCE This SECOND AMENDMENT TO THE SECOND FORBEARANCE (this ?Agreement?), is made and entered into as of April 4, 2022 (the ?Effective Date?), by and among ION GEOPHYSICAL CORPORATION, a Delaware corporation (?Geophysical?), ION EXPLORATION PRODUCTS (U.S.A.), INC., a Delaware corporation (?Exploration?), I/O MARINE SYSTEMS, INC., a Louisiana corpor

Amendment No. 3 to Forbearance Agreement, dated April 4, 2022

Exhibit 10.2 AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT This AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT (this ?Amendment?) is made as of April 4, 2022, by and among ION Geophysical Corporation, a Delaware limited liability company (the ?Company?), the guarantors party hereto (the ?Guarantors?), and the undersigned beneficial holders (the ?Directing Noteholders?) of, in the aggregate, $91,821,000 princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ION GEOPHSICAL CORPORATION (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 1-12691

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ION GEOPHSICAL CORPORATION (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 1-12691 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10Q ? Form N-SAR ? For Period Ended: December 31, 2021 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Tr

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 29, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Employment Agreement, dated March 29, 2022, between ION Geophysical Corporation and Steven Bate

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), dated as of March 29, 2022 (the ?Effective Date?), is made and entered into by and between ION Geophysical Corporation, a Delaware corporation (the ?Company?), and Steven Bate (the ?Officer?). W I T N E S S E T H: WHEREAS, the Company desires to employ the Officer, and the Officer desires to be employed by the Company,

ION announces certain holders of its second priority 2025 notes purchase ION

Exhibit 99.1 ION announces certain holders of its second priority 2025 notes purchase ION?s indebtedness to PNC, agree to further forbearance extensions related to both the first lien and second lien debt HOUSTON ? March 9, 2022 ? ION Geophysical Corporation (NYSE: IO) announced today that PNC Bank, National Association (?PNC?), has sold and assigned its commitment and outstanding loans under ION?

Master Commitment Transfer Supplement, dated as of March 7, 2022

Exhibit 10.1 MASTER COMMITMENT TRANSFER SUPPLEMENT MASTER COMMITMENT TRANSFER SUPPLEMENT, dated as of March 7, 2022 (this ?Commitment Transfer Supplement?), among PNC National Association (the ?Transferor Lender?), each Purchasing Lender executing this Commitment Transfer Supplement (each, a ?Purchasing Lender? and collectively the ?Purchasing Lenders?), and PNC Bank, National Association (?PNC?),

First Amendment to the Second Forbearance and Seventh Amendment to the Credit Agreement, dated March 8, 2022

Exhibit 10.3 FIRST AMENDMENT TO THE SECOND FORBEARANCE AND SEVENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This FIRST AMENDMENT TO THE SECOND FORBEARANCE AND SEVENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this ?Agreement?), is made and entered into as of March 8, 2022 (the ?Effective Date?), by and among ION GEOPHYSICAL CORPORATION, a Delaware corporation (?Geophysical?

2025 Notes Forbearance Agreement Amendment No. 2, dated March 8, 2022

Exhibit 10.4 AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT This AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT (this ?Amendment?) is made as of March 7, 2022, by and among ION Geophysical Corporation, a Delaware limited liability company (the ?Company?), the guarantors party hereto (the ?Guarantors?), and the undersigned beneficial holders (the ?Directing Noteholders?) of, in the aggregate, $91,821,000 princ

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 8, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Agency Transfer Agreement dated as of March 8, 2022

Exhibit 10.2 AGENCY TRANSFER AGREEMENT This Agency Transfer Agreement (this ?Agreement?), dated as of March 8, 2022, is executed by and among (i) ION GEOPHYSICAL CORPORATION, a Delaware corporation (?Geophysical?), ION EXPLORATION PRODUCTS (U.S.A.), INC., a Delaware corporation (?Exploration?), I/O MARINE SYSTEMS, INC., a Louisiana corporation (?Marine?), GX TECHNOLOGY CORPORATION, a Texas corpora

2025 Notes Forbearance Agreement Amendment, dated February 14, 2022

Exhibit 10.2 AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this ?Amendment?) is made as of February 14, 2022, by and among ION Geophysical Corporation, a Delaware limited liability company (the ?Company?), the guarantors party hereto (the ?Guarantors?), and the undersigned beneficial holders (the ?Directing Noteholders?) of, in the aggregate, $91,821,000 p

ION announces a continued forbearance and amendment extension related to its revolving credit agreement and forbearance agreement extension related to its senior secured second priority notes due 2025

Exhibit 99.1 ION announces a continued forbearance and amendment extension related to its revolving credit agreement and forbearance agreement extension related to its senior secured second priority notes due 2025 HOUSTON ? February 15, 2022 ? ION Geophysical Corporation (NYSE: IO) announced today that it has entered into a Second Forbearance and Sixth Amendment extension with PNC Bank, National A

PNC Second Forbearance and Sixth Amendment to Credit Agreement, dated February 14, 2022

Exhibit 10.1 SECOND FORBEARANCE AND SIXTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This SECOND FORBEARANCE AND SIXTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this ?Agreement?), is made and entered into as of February 14, 2022, by and among ION GEOPHYSICAL CORPORATION, a Delaware corporation (?Geophysical?), ION EXPLORATION PRODUCTS (U.S.A.), INC., a Delaware corporation (?

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 11, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

IO / Ion Geophysical Corp / Footprints Asset Management & Research - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ion Geophysical Corp. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 462044207 (CUSIP Number) Stephen J. Lococo, 11422 Miracle Hills Drive, Suite 208 Omaha, NE 68154 402-445-9333 (Name, Address and Telephone Number

IO / Ion Geophysical Corp / RENAISSANCE TECHNOLOGIES LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* ION GEOPHYSICAL CORPORATION - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 462044207 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 31, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION receives continued listing standard notice from the NYSE

Exhibit 99.1 ION receives continued listing standard notice from the NYSE HOUSTON ? February 4, 2022 ? ION Geophysical Corporation (NYSE: IO) today announced that it received notice on January 31, 2022 from the New York Stock Exchange (the "NYSE") that the price of its common stock fell below the NYSE's continued listing standards. The NYSE requires the average closing price of a listed company's

ION announces forbearance and amendment related to its revolving credit agreement, forbearance agreement related to its senior secured second priority notes due 2025, and preliminary fourth quarter 2021 revenues of ~$40 million, a 45% increase year-o

Exhibit 99.1 ION announces forbearance and amendment related to its revolving credit agreement, forbearance agreement related to its senior secured second priority notes due 2025, and preliminary fourth quarter 2021 revenues of ~$40 million, a 45% increase year-over-year HOUSTON ? January 14, 2022 ? ION Geophysical Corporation (NYSE: IO) Forbearance and Amendment related to Revolving Credit Agreem

PNC Forbearance and Fifth Amendment to Credit Agreement, dated January 14, 2022

Exhibit 10.1 FORBEARANCE AND FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This FORBEARANCE AND FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this ?Agreement?), is made and entered into as of January 15, 2022, by and among ION GEOPHYSICAL CORPORATION, a Delaware corporation (?Geophysical?), ION EXPLORATION PRODUCTS (U.S.A.), INC., a Delaware corporation (?Exploration?),

2025 Notes Forbearance Agreement, dated January 14, 2022

Exhibit 10.2 FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT, dated as of January 14, 2022 (this ?Forbearance Agreement?), is by and among ION Geophysical Corporation, a Delaware corporation (the ?Company?), the guarantors party hereto (the ?Guarantors,? and together with the Company, the ?Company Parties?), and the undersigned beneficial holders (the ?Directing Noteholders?) of, in the aggregate

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 14, 2022 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

IO / Ion Geophysical Corp / Empery Asset Management, LP - ION GEOPHYSICAL CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ION Geophysical Corporation (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 462044207 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to whi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 20, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION receives continued listing standards notice from the New York Stock Exchange

Exhibit 99.1 ION receives continued listing standards notice from the New York Stock Exchange HOUSTON ? December 23, 2021 ? ION Geophysical Corporation (NYSE: IO) today announced that written notice was received from the New York Stock Exchange (the ?NYSE?) that the Company is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual. ION

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 16, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 16, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 9, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-12691 ION GEOPHYSICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 22-2286646 (State or other jurisdiction of (I.

ION reports third quarter 2021 revenues of $44 million, an increase of 125% sequentially, driven by successful execution of 3D strategy amid gradual market recovery

Exhibit 99.1 ION reports third quarter 2021 revenues of $44 million, an increase of 125% sequentially, driven by successful execution of 3D strategy amid gradual market recovery HOUSTON ? November 3, 2021 ? ION Geophysical Corporation (NYSE: IO) today reported revenues of $44.4 million in the third quarter 2021, a 125% increase compared to $19.7 million in the second quarter 2021 and a 173% increa

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): November 3, 2021 ION Geophysical Corporation (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 18, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces preliminary third quarter 2021 revenues of $44 - 45 million, an increase of ~125% sequentially, driven by 3D strategy

Exhibit 99.1 ION announces preliminary third quarter 2021 revenues of $44 - 45 million, an increase of ~125% sequentially, driven by 3D strategy HOUSTON ? October 18, 2021 ? ION Geophysical Corporation (NYSE: IO) today announced that the Company expects third quarter 2021 revenues to be in the range of $44 - 45 million, an increase of approximately 125% sequentially and 175% from the third quarter

IO / Ion Geophysical Corp / Gates Capital Management, Inc. - ION GEOPHYSICAL CORPORATION Activist Investment

SC 13D/A 1 p21-2211sc13da.htm ION GEOPHYSICAL CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ION Geophysical Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 462044207 (CUSIP Number) Gates Capital Management, Inc. 1177 Avenue of the Americas, 46th Floor New Yo

IO / Ion Geophysical Corp / Gates Capital Management, Inc. - ION GEOPHYSICAL CORPORATION Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ION Geophysical Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 462044207 (CUSIP Number) Gates Capital Management, Inc. 1177 Avenue of the Americas, 46th Floor New York, New York 10036 with a copy to: Eleazer Klein, Esq. Adr

Form of Restricted Stock Units Awards Agreement dated May 11, 2021 issued under the Fourth Amended and Restated 2013 Long-Term Incentive Plan dated May 11, 2021.

Exhibit 10.3 ION Geophysical Corporation Fourth Amended and Restated 2013 Long Term Incentive Plan RESTRICTED STOCK UNITS AGREEMENT 1. Grant of Restricted Stock Units. On May 11, 2021 (the ?Grant Date?), ION Geophysical Corporation (the ?Company?) granted ?writtenout? (?Granted?) restricted Common Stock units (the ?Restricted Stock Units?) in the Company to ?FirstName? ?LastName? (the ?Grantee?) s

ION reports second quarter 2021 results, 3D strategy contributes to 40% sequential revenue increase despite challenging market backdrop

Exhibit 99.1 ION reports second quarter 2021 results, 3D strategy contributes to 40% sequential revenue increase despite challenging market backdrop HOUSTON ? August 11, 2021 ? ION Geophysical Corporation (NYSE: IO) today reported revenues of $19.7 million in the second quarter 2021, a 40% increase compared to $14.0 million in the first quarter 2021 and a 13% decrease compared to $22.7 million one

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): August 11, 2021 ION Geophysical Corporation (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Form of Restricted Stock Awards Agreement dated May 11, 2021 issued under the Fourth Amended and Restated 2013 Long-Term Incentive Plan dated May 11, 2021.

Exhibit 10.2 ION Geophysical Corporation Fourth Amended and Restated 2013 Long Term Incentive Plan RESTRICTED STOCK AGREEMENT 1. Grant of Restricted Stock Shares. On May 11, 2021 (the ?Grant Date?), ION Geophysical Corporation (the ?Company?) granted ?writtenout? (?Granted?) shares of restricted Common Stock (the ?Restricted Stock?) in the Company to ?FirstName? ?LastName? (the ?Grantee?) subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-12691 ION GEOPHYSICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 22-2286646 (State or other jurisdiction of (I.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 15, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces preliminary second quarter 2021 results of ~$20 million, an increase of ~40% sequentially

Exhibit 99.1 ION announces preliminary second quarter 2021 results of ~$20 million, an increase of ~40% sequentially HOUSTON ? July 15, 2021 ? ION Geophysical Corporation (NYSE: IO) today announced that the Company expects second quarter 2021 revenues to be approximately $20 million, an improvement of approximately 40% sequentially or a decrease of 13% from the prior period. At quarter end, the Co

As filed with the U.S. Securities and Exchange Commission on July 7, 2021

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 7, 2021 Registration No. 333? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? ION Geophysical Corporation (Exact name of registrant as specified in its charter) ? ? Delaware (State or other jurisdiction of incorporation

Form of Class B Warrant to purchase Common Stock**

Exhibit 4.3 FORM OF SERIES B WARRANT ION geophysical corporation Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: Date of Issuance: , 2021 ("Issuance Date") ION Geophysical Corporation, a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge

Form of Class A Warrant to purchase Common Stock**

Exhibit 4.2 FORM OF SERIES A WARRANT ION geophysical corporation Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: Date of Issuance: , 2021 ("Issuance Date") ION Geophysical Corporation, a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge

Restated Certificate of Incorporation of ION Geophysical Corporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ION GEOPHYSICAL CORPORATION ION GEOPHYSICAL CORPORATION (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (?DGCL?), for the purpose of amending and restating the Corporation?s certificate of incorporation, does hereby submit the following: A. The name of the Corporati

Amended and Restated Bylaws of ION Geophysical Corporation

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ION GEOPHYSICAL CORPORATION AS AMENDED THROUGH JULY 7, 2021 ARTICLE I Offices Section 1. Registered Office. The registered office of the corporation shall be in the city of Dover, County of Kent, State of Delaware. Section 2. Other Offices. The corporation may also have offices at such other place or places, both within and without the State of Delaware,

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 7, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces new appointments to its Board of Directors

Exhibit 99.1 ION announces new appointments to its Board of Directors HOUSTON ? June 30, 2021 ? ION Geophysical Corporation (NYSE: IO) today announced the election of Mr. Mark Doran and Mr. Gary Pittman to its Board of Directors, effective June 28, 2021. Each was also appointed to the Audit Committee of the Board. Mr. Doran brings over 30 years of experience as a banker and private equity executiv

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 28, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

SECOND AMENDMENT AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 99.4 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2018. is among LAITRAM GROUP INC., a Louisiana corporation (the ?Parent?), LAITRAM. L.L.C., a Louisiana limited liability company (?Laitram?), INTRALOX, L.L.C., a Louisiana limited liability company (?Intralox?), LAPEYRE PROPERTIES, L.L.C., a Lou

AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 25, 2017 LAITRAM, L.L.C., INTRALOX, L.L.C., LAPEYRE PROPERTIES, L.L.C., and LAITRAM MACHINERY, INC. as Borrowers LAITRAM GROUP, INC., as Parent The Lenders Party Hereto JPMORGAN CHASE BANK, N.A.

EX-99.2 2 d116155dex992.htm EX-99.2 Exhibit 99.2 EXECUTION COPY AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 25, 2017 among LAITRAM, L.L.C., INTRALOX, L.L.C., LAPEYRE PROPERTIES, L.L.C., and LAITRAM MACHINERY, INC. as Borrowers LAITRAM GROUP, INC., as Parent The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent REGIONS BANK, As Syndication Agent JPMORGAN CHASE

FIRST AMENDMENT AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 99.3 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 16, 2018, is among LAITRAM GROUP INC., a Louisiana corporation (the ?Parent?), LAITRAM, L.L.C., a Louisiana limited liability company (?Laitram?), INTRALOX, L.L.C., a Louisiana limited liability company (?Intralox?), LAPEYRE PROPERTIES, L.L.C., a L

IO / Ion Geophysical Corp / LAPEYRE JAMES M JR - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9)* ION Geophysical Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 462044207 (CUSIP Number) James M. Lapeyre, Jr. Laitram, L.L.C. 220 Laitram Lane Harahan, Louisiana 70123 (504) 733-6000 (Name, Address and

THIRD AMENDMENT AMENDED AND RESTATED CREDIT AGREEMENT

EX-99.5 5 d116155dex995.htm EX-99.5 Exhibit 99.5 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 9, 2019, is among LAITRAM GROUP INC., a Louisiana corporation (the “Parent”), LAITRAM, L.L.C., a Louisiana limited liability company (“Laitram”), INTRALOX, L.L.C., a Louisiana limited liability company (“Intralox”),

FOURTH AMENDMENT AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 99.6 Execution Version FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) dated as of November 13, 2020 (the ?Amendment Effective Date?), is among LAITRAM GROUP INC., a Louisiana corporation (the ?Parent?), LAITRAM, L.L.C., a Louisiana limited liability company (?Laitram?), INTRALOX, L.L.C., a Louisian

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ION Geophysical Corporation (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.R.S. Employer Identification No.) 2105 CityWest Blvd, Suite 100 Houston, Texas (Address of principal exe

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 ION Geophysical Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2020 This report for the calendar year ended December 31, 2020 is presented by ION Geophysical Corporation (the ?Company?) to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the ?Rule?). When used in this report, ?Company,? ?we,? ?our,? and ?us? refer to ION Geophysical Corp

definitive proxy statement on Schedule 14A, as filed on May 14, 2021

DEF 14A 1 tm219312-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the

Fourth Amended and Restated 2013 Long-Term Incentive Plan.

Exhibit 4.3 FOURTH AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLAN SECTION 1 GENERAL PROVISIONS RELATING TO PLAN GOVERNANCE, COVERAGE AND BENEFITS 1.1 Purpose The purpose of the Plan is to foster and promote the long-term financial success of ION Geophysical Corporation, a Delaware corporation (including any successors-in-interest, the "Company") and its Subsidiaries and to increase stockholder

- FORM S-8

S-8 1 io20210430s8.htm FORM S-8 As filed with the Securities and Exchange Commission on May 11, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ION GEOPHYSICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-12691 ION GEOPHYSICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 22-2286646 (State or other jurisdiction of (I.

ION reports first quarter 2021 results, reflecting third consecutive increase in backlog and transformed capital structure

Exhibit 99.1 ION reports first quarter 2021 results, reflecting third consecutive increase in backlog and transformed capital structure HOUSTON ? May 5, 2021 ? ION Geophysical Corporation (NYSE: IO) today reported total net revenues of $14.0 million in the first quarter 2021, a 49% decrease compared to $27.3 million in the fourth quarter 2020 and a 75% decrease compared to $56.4 million one year a

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): May 5, 2021 ION Geophysical Corporation (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K/A (Amendment No.

ION Geophysical Corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ION Geophysical Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 462044207 (CUSIP Number) Gates Capital Management, Inc. 1177 Avenue of the Americas, 46th Floor New York, New York 10036 with a copy to: Eleazer Klein, Esq. Adriana Schwartz, Esq. S

At The Market Offering Agreement between ION Geophysical Corporation and H.C. Wainwright & Co., LLC, dated April 26, 2021

EX-1.1 2 tm2113552d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version AT THE MARKET OFFERING AGREEMENT April 26, 2021 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: ION Geophysical Corp., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follow

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware 1-12691 22-2286646 (State or Other Jurisdiction (Commission (IRS Employer of

ION GEOPHYSICAL CORPORATION Up to $10,000,000 of Shares of Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5)? ?Registration No. 333-234606? PROSPECTUS SUPPLEMENT (to Prospectus dated December 23, 2019) ION GEOPHYSICAL CORPORATION Up to $10,000,000 of Shares of Common Stock We have entered into an At The Market Offering Agreement, dated April 26, 2021 (the ?Offering Agreement?), with H.C. Wainwright & Co., LLC (?Wainwright? or the ?sales agent?) as sales

Amended and Restated Certificate of Incorporation filed on April 22, 2021 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K and incorporated by reference.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ION GEOPHYSICAL CORPORATION ION GEOPHYSICAL CORPORATION (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (?DGCL?), for the purpose of amending and restating the Corporation?s certificate of incorporation, does hereby submit the following: A. The name of the Corporati

Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock of ION Geophysical Corporation

EX-4.4 5 tm2113552d1ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF ION GEOPHYSICAL CORPORATION (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) ION Geophysical Corporation, a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2021 ION Geophysical Corporation (Exact name of registrant specified in its charter) Delaware 1-12691 22-2286646 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.

ION announces successful completion of its Exchange Offer and Consent Solicitation, and Rights Offering

Exhibit 99.1 ION announces successful completion of its Exchange Offer and Consent Solicitation, and Rights Offering HOUSTON ? April 20, 2021 ? ION Geophysical Corporation (NYSE: IO) (the ?Company? or ?ION?) today announced the successful completion of its previously announced offer to exchange (the ?Exchange Offer?) the Company?s 9.125% Senior Secured Second Priority Notes due 2021 (the ?Old Note

Fourth Amendment to Revolving Credit and Security Agreement, dated as of April 20, 2021, by and among ION GEOPHYSICAL CORPORATION, ION EXPLORATION PRODUCTS (U.S.A.), INC., I/O MARINE SYSTEMS INC., GX TECHNOLOGY CORPORATION, GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V., the financial institutions a party hereto as lenders, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders

EX-10.2 7 tm2113552d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of April 19, 2021, to be effective as of the Effective Date (defined below) by and among ION GEOPHYSICAL CORPORATION, a Delaware corporation (“Geophysic

Intercreditor Agreement, dated April 20, 2021, among PNC Bank, National Association and UMB Bank, National Association, filed on April 20, 2021 as Exhibit 10.1 to the Company’s Current Report on Form 8-K

Exhibit 10.1 Execution Version INTERCREDITOR AGREEMENT Dated as of April 20, 2021 among PNC BANK, NATIONAL ASSOCIATION as First Lien Representative and First Lien Collateral Agent for the First Lien Secured Parties, UMB BANK, NATIONAL ASSOCIATION, as Second Lien Representative for the Second Lien Secured Parties, and UMB BANK, NATIONAL ASSOCIATION, as Second Lien Collateral Agent for the Second Li

Indenture, dated as of April 20, 2021, among ION Geophysical Corporation, the Guarantors thereto, UMB Bank, National Association, as trustee, and UMB Bank, National Association, as collateral agent

EX-4.1 3 tm2113552d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Execution Counterpart ION GEOPHYSICAL CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 8.00% SENIOR SECURED SECOND PRIORITY NOTES DUE 2025 INDENTURE Dated as of April 20, 2021 UMB Bank, National Association as Trustee UMB Bank, National Association as Collateral Agent CROSS-REFERENCE TABLE* TRUST INDENTURE ACT SECTION INDENTURE SECTION 310(a

First Supplemental Indenture, dated as of April 20, 2021, by and among ION Geophysical Corporation, the Guarantors thereto, Wilmington Savings Fund Society, FSB, as trustee and Wilmington Savings Fund Society, FSB, as collateral agent filed on April 20, 2021 as Exhibit 4.3 to the Company’s Current Report on Form 8-K

Exhibit 4.3 Execution Version ION GEOPHYSICAL CORPORATION, THE GUARANTORS NAMED HEREIN, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Agent FIRST SUPPLEMENTAL INDENTURE Dated as of April 20, 2021 to Indenture Dated as of April 28, 2016 9.125% Senior Secured Second Priority Notes due 2021 THIS FIRST SUPPLEMENTAL INDENTURE (this ?Supple

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces preliminary first quarter 2021 results, an extension to participate in its Rights Offering and Exchange Offer to April 12th, and waiver of 95% Minimum Tender Condition

Exhibit 99.1 ION announces preliminary first quarter 2021 results, an extension to participate in its Rights Offering and Exchange Offer to April 12th, and waiver of 95% Minimum Tender Condition HOUSTON ? April 5, 2021 ? ION Geophysical Corporation (NYSE: IO) (the ?Company? or ?ION?) today announced that the Company expects to report first quarter 2021 revenues of approximately $14 million. The Co

ION announces preliminary results of pending Exchange Offer

EX-99.1 2 ex232774.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 ION announces preliminary results of pending Exchange Offer HOUSTON — March 25, 2021 — ION Geophysical Corporation (NYSE: IO) (the “Company” or “ION”) today announced that as of immediately after 11:59 p.m., New York City time, on March 24, 2021 (the “Early Tender Time”), the Company had received tenders and consents in its pending off

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 25, 2021 ION Geophysical Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 23, 2021 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces commencement of Rights Offering

EX-99.1 2 ex232768.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 ION announces commencement of Rights Offering HOUSTON – March 23, 2021 – ION Geophysical Corporation (NYSE: IO) (the “Company”) today announced that it has commenced its previously announced Rights Offering. The Company is distributing, at no charge, to its holders of common stock, par value $0.01 per share (the “Common Stock”) as of 5

Oppenheimer & Co. Inc. 85 Broad Street New York, NY 10004

CORRESP 1 filename1.htm Oppenheimer & Co. Inc. 85 Broad Street New York, NY 10004 March 10, 2021 VIA EDGAR Tim Levenberg Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: ION Geophysical Corporation (CIK No. 0000866609) GX Technology Corp (CIK No. 0001600867) I/O MARINE SYSTEMS, INC. (CIK No. 0001600904)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2021 ION Geophysical Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION Geophysical Corp. Rights to Purchase up to $52,500,000 in (i) Aggregate Principal Amount of 8.00% Senior Secured Second Priority Convertible Notes Due 2025, (ii) Shares of Common Stock, or (iii) a Combination Thereof.

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-252590? PROSPECTUS ION Geophysical Corp. Rights to Purchase up to $52,500,000 in (i) Aggregate Principal Amount of 8.00% Senior Secured Second Priority Convertible Notes Due 2025, (ii) Shares of Common Stock, or (iii) a Combination Thereof. ? We are distributing, at no charge, to holders of our Common Stock, on a pro-rata b

Oppenheimer & Co. Inc. 85 Broad Street New York, NY 10004

Oppenheimer & Co. Inc. 85 Broad Street New York, NY 10004 March 10, 2021 VIA EDGAR Tim Levenberg Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: ION Geophysical Corporation (CIK No. 0000866609) GX Technology Corp (CIK No. 0001600867) I/O MARINE SYSTEMS, INC. (CIK No. 0001600904) ION EXPLORATION PRODUCT

ION Geophysical Corporation Offer to Exchange any and all of its 9.125% Senior Secured Second Priority Notes due 2021 and Solicitation of Consents in respect of the Indenture governing the 9.125% Senior Secured Second Priority Notes due 2021

424B3 1 tm214556-10424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-252591 March 10, 2021 Dear ION Noteholder: ION Geophysical Corporation (“ION,” “we,” or the “Company”) has developed a restructuring plan to address the pending maturity of the outstanding 9.125% Senior Secured Second Priority Notes (the “Old Notes”) that you own, and to provide a mechanism

ION commences Exchange Offer and Consent Solicitation for 9.125% Second Lien Notes due 2021

Exhibit 99.1 ION commences Exchange Offer and Consent Solicitation for 9.125% Second Lien Notes due 2021 HOUSTON ? March 10, 2021 ? GlobeNewswire ? ION Geophysical Corporation (?ION? or the ?Company?) (NYSE: IO) today announced it has commenced an offer to exchange (the ?Exchange Offer?) any and all of its outstanding 9.125% Senior Secured Second Priority Notes due 2021 (the ?Old Notes?) for its n

ION Geophysical Corporation 2105 CityWest Blvd., Suite 100 Houston, Texas 77042

CORRESP 1 filename1.htm ION Geophysical Corporation 2105 CityWest Blvd., Suite 100 Houston, Texas 77042 March 9, 2021 VIA EDGAR Tim Levenberg Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ION Geophysical Corporation Registration Statement on Form S-1 Filed March 3, 202

ION Geophysical Corporation 2105 CityWest Blvd., Suite 100 Houston, Texas 77042

CORRESP 1 filename1.htm ION Geophysical Corporation 2105 CityWest Blvd., Suite 100 Houston, Texas 77042 March 9, 2021 VIA EDGAR Tim Levenberg Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ION Geophysical Corporation Registration Statement on Form S-4 Filed March 3, 202

Subsidiaries of ION Geophysical Corporation.*

Exhibit 21.1 SUBSIDIARIES OF ION GEOPHYSICAL CORPORATION as of December 31, 2020 Subsidiary Jurisdiction Concept Systems Holdings Limited Scotland Concept Systems Limited Scotland GMG/AXIS, Inc. Delaware GX Geoscience Corporation S. de R.L. de C.V. Mexico GX Technology Australia Pty Ltd. Australia GX Technology Canada, Ltd. Canada GX Technology Corporation Texas GX Technology EAME, Limited UK GX T

Form of Letter to Brokers, Dealers, Banks, and other Nominee Holders.*

Exhibit 99.3 FORM OF LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEE HOLDERS ION Geophysical corporation Rights to Purchase (i) 8.00% Senior Secured Second Priority Notes due 2025, (ii) Shares of Common Stock, or (iii) some combination thereof Offered Pursuant to Rights Distributed to Stockholders of ION Geophysical Corporation February [?], 2021 To Brokers, Dealers, Banks, and Other Nominees:

Form of Backstop Commitment Letter.*

Exhibit 10.2 , 2021 CONFIDENTIAL TO: [?] Re: Rights Offering ? Backstop Commitment Ladies and Gentlemen, ION Geophysical Corporation, a Delaware corporation (the ?Company?), has advised [?] (the ?Backstop Party?) that the Company intends to initiate a rights offering (the ?Rights Offering?) to all of its common shareholders (?Common Shareholders?) as of the record date (the ?Record Date?) to be se

Form of Supplemental Indenture

Exhibit 4.3 ION GEOPHYSICAL CORPORATION, THE GUARANTORS NAMED HEREIN, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Agent FIRST SUPPLEMENTAL INDENTURE Dated as of [?], 2021 to Indenture Dated as of April 28, 2016 9.125% Senior Secured Second Priority Notes due 2021 THIS FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dat

Form of Global Note for 8.00% Senior Secured Second Priority Notes due 2025 (included in Exhibit 4.1).

Exhibit 4.1 ? ? ? ? ION GEOPHYSICAL CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 8.00% SENIOR SECURED SECOND PRIORITY NOTES DUE 2025 ? INDENTURE Dated as of [?], 2021 ? UMB Bank, National Association as Trustee UMB Bank, National Association as Collateral Agent ? ? CROSS-REFERENCE TABLE* ? TRUST INDENTURE ACT SECTION ? INDENTURE SECTION 310(a)(1) ? 7.10 (a)(2) ? 7.10 (a)(3) ? N.A. (a)(4) ?

Form of Rights Certificate.*

Exhibit 4.3 [Form of Rights Certificate] RIGHTS CERTIFICATE #: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY?S PROSPECTUS DATED [?], 2021 (THE ?PROSPECTUS?) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM [?], THE SUBSCRIPTION AGENT ION Geophysical Corporation Incorporated under the laws of the Stat

- FORM S-4/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on March 2, 2021 Registration No. 333-252591 ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware 1389 22-2286646 (State or o

Form of Instructions for the Use of Rights Certificates.*

Exhibit 99.1 FORM OF INSTRUCTIONS FOR USE OF ion geophysical corporation RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the ?Rights Offering?) by ION Geophysical Corporation, a Delaware corporation (?ION?), to the holders of record (the ?Recordholders?) of its common stock, par value $0.01 per share

Form of Note (including in Exhibit 4.1)*

Exhibit 4.1 ION GEOPHYSICAL CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 8.00% SENIOR SECURED SECOND PRIORITY NOTES DUE 2025 INDENTURE Dated as of [?], 2021 UMB Bank, National Association as Trustee UMB Bank, National Association as Collateral Agent CROSS-REFERENCE TABLE* TRUST INDENTURE ACT SECTION INDENTURE SECTION 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 31

Form of Intercreditor Agreement

EX-10.1 6 io-20210302xex10d1.htm EXHIBIT-10.1 Exhibit 10.1 INTERCREDITOR AGREEMENT Dated as of April [], 2021 among PNC BANK, NATIONAL ASSOCIATION as First Lien Representative and First Lien Collateral Agent for the First Lien Secured Parties, UMB BANK, NATIONAL ASSOCIATION, as Second Lien Representative for the Second Lien Secured Parties, and UMB BANK, NATIONAL ASSOCIATION, as Second Lien Collat

Form of Beneficial Owner Election Form.*

Exhibit 99.4 FORM OF BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of non-transferable rights (the ?Rights?) to purchase (i) 8.00% Senior Secured Second Priority Notes due 2025 (the ?Notes?), (ii) shares of common stock (the ?Common Stock?) of Forbes Energy Services Ltd. (the ?Company?), or (iii) some combinati

Form T-l Statement of Eligibility under Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as Trustee.

Exhibit 25.1 ? ? ? SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM T-1 ? STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? UMB BANK, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) ? 44-0194180 I.R.S. Em

Form of Notice of Guaranteed Delivery.*

Exhibit 99.5 FORM OF NOTICE OF GUARANTEED DELIVERY ION geophysical corporation NOTICE OF GUARANTEED DELIVERY RELATING TO NOTES or common stock SUBSCRIBED FOR PURSUANT TO THE SUBSCRIPTION RIGHT AND OVER-SUBSCRIPTION PRIVILEGE As set forth in ION Geophysical Corporation?s (the ?Company?s?) Prospectus, dated [?], 2021, under ?The Rights Offering?Guaranteed Delivery Procedures,? this form (or one subs

Form of Shareholder Notice required by NYSE.*

Exhibit 99.6 To the Stockholders of ION Geophysical Corporation: ION Geophysical Corporation (the ?Company?) has entered into arrangements for a rights offering of the Company (the ?Rights Offering?) that includes, among other things, the following key components: ? Assuming the registration statement related to the Rights Offering is declared effective, the Company will distribute to holders of i

Statement of Eligibility of Trustee on Form T-1.*

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) UMB BANK, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 44-0194180 I.R.S. Employer Identif

Form of Letter to Stockholders who are Recordholders.*

Exhibit 99.2 FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORDHOLDERS ION GEOPHYSICAL CORPORATION Rights to Purchase (i) 8.00% Senior Secured Second Priority Notes due 2025, (ii) shares of Common Stock, or (iii) some combination thereof Distributed to Stockholders of ION Geophysical Corporation February [?], 2021 Dear Stockholder: This letter is being distributed by ION Geophysical Corporation (?ION?)

Form of Certificate of Designations for Series A Preferred Stock*

EX-4.4 4 tm214554d6ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 Certificate of designation, POWERS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF ION GEOPHYSICAL CORPORATION (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Ion Geophysical Corporation, a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law o

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 2, 2021 Registration No. 333-252590? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? ION Geophysical Corporation (Exact name of registrant as specified in its charter) ? ? Delaware (State or other j

Form of Certificate of Designations of Series A Preferred Stock

? Exhibit 4.4 ? CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF ION GEOPHYSICAL CORPORATION (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Ion Geophysical Corporation, a Delaware corporation (the ?Corporation?), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, hereby certi

Form of Amendment to the Credit Facility

Exhibit 10.2 ? FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this ?Amendment?) is made and entered into as of April [], 2021, to be effective as of the Effective Date (defined below) by and among ION GEOPHYSICAL CORPORATION, a Delaware corporation (?Geophysical?), ION EXPLORATION PRODUCTS (U.S.A.), INC., a Delaware cor

Form of Letter of Transmittal

EX-99.1 10 io-20210302xex99d1.htm EXHIBIT-99.1 Exhibit 99.1 ION GEOPHYSICAL CORPORATION LETTER OF TRANSMITTAL AND CONSENT Relating to Offer to Exchange Any and All of the: 9.125% Senior Secured Second Priority Notes due 2020 (CUSIP No. [•]) for up to $106,703,565 in Aggregate Principal Amount of 8.00% Senior Secured Second Priority Notes due 2025 or Common Stock Solicitation of Consents to Propose

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2021 ION Geophysical Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

First Amendment Investment Rights Agreement dated as of February 22, 2021 by and between ION Geophysical Corporation and BGP Inc., China National Petroleum Corporation.

EX-1.1 2 ex230029.htm EXHIBIT 1.1 FIRST AMENDMENT Exhibit 1.1 FIRST AMENDMENT TO INVESTOR RIGHTS agreement This First Amendment to Investor Rights Agreement (this “First Amendment”) is entered into effective as of February 22, 2021 (the “Effective Date”) by and between ION GEOPHYSICAL CORPORATION (“Company”) and BGP, Inc., China National Petroleum Corporation (“Investor”). RECITALS: A. Company and

ION receives shareholder approval for bond restructuring transactions

EX-99.1 2 ex229465.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 ION receives shareholder approval for bond restructuring transactions HOUSTON – February 23, 2021 – ION Geophysical Corporation (NYSE: IO) today announced that, during a special meeting held earlier today, the Company’s shareholders voted to approve all three proposals submitted in its January 22nd Proxy. 98% of votes cast were in favo

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 23, 2021 ION Geophysical Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

- FORM DEFA14A

DEFA14A 1 io20210218defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On

ION Geophysical Corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ION Geophysical Corporation (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 462044207 (CUSIP Number) February 16, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to whic

ION Announces $10.5 Million Registered Direct Offering

Exhibit 99.1 ION Announces $10.5 Million Registered Direct Offering HOUSTON, Feb. 16, 2021 (GLOBE NEWSWIRE) – ION Geophysical Corporation (NYSE: IO) (ION or the “Company”) today announced that it has entered into a securities purchase agreement with institutional investors for the purchase and sale of 2,990,001 shares of its common stock at a purchase price of $3.50 per share in a registered direc

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 16, 2021 ION Geophysical Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of Incorporation) 1-12691 (Commission file number) 22-2286646 (I.

2,990,001 Shares of Common Stock ION GEOPHYSICAL CORPORATION

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-234606 PROSPECTUS SUPPLEMENT (To Prospectus dated December 23, 2019) 2,990,001 Shares of Common Stock ION GEOPHYSICAL CORPORATION We are offering 2,990,001 shares of our common stock at a purchase price of $3.50 per share of common stock to institutional investors pursuant to this prospectus supplement and the accompanying p

Securities Purchase Agreement dated February 16, 2021, by and among ION Geophysical Corporation and the purchasers identified on the signature pages thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of February 16, 2021, between ION Geophysical Corporation, a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and con

Placement Agency Agreement, dated February 16, 2021, between ION Geophysical Corporation and A.G.P./Alliance Global Partners.

EX-1.1 2 ex226510.htm EXHIBIT 1.1 PLACEMENT AGENCY AGREEMENT Exhibit 1.1 February 16, 2021 ION GEOPHYSICAL CORPORATION 2105 CityWest Blvd., Suite 100 Houston, Texas 77042 Attention: Matthew Powers Executive Vice President, General Counsel and Secretary Email: [email protected] Dear Mr. Powers: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as

- FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

additional solicitation materials filed on Schedule 14A on February 12, 2021

DEFA14A 1 io20210211defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 11, 2021 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Letter Agreement, dated February 11, 2021, by and between ION Geophysical Corporation and Mr. James M. Lapeyre, Jr.

EX-10.33 3 ex226204.htm EXHIBIT 10.33 Exhibit 10.33 February 11, 2021 CONFIDENTIAL To: Mr. James M. Lapeyre, Jr. 2105 CityWest Blvd., Suite 100, Houston, TX 77042-2855 Re: Exchange Offer – Commitment to Tender Old Notes Ladies and Gentlemen, ION Geophysical Corporation, a Delaware corporation (the “Company”), has advised Mr. James M. Lapeyre, Jr. (the “Bondholder”) that the Company intends to init

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-12691 ION Geophysical Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 22-2286646 (State or Other Jurisdiction of Incorporation or Organization) (I.

Amended and Restated Restructuring Support Agreement, dated February 11, 2021, by and between ION Geophysical Corporation, the Subsidiary Guarantors, and the Supporting Noteholders.

Exhibit 10.1 AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT This AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto (the ?Exhibits?), as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?) is entered into as of February 11, 2021 by and among (i) ION Geophysical C

Restructuring Support Agreement, dated February 11, 2021, by and between ION Geophysical Corporation and PNC Bank, National Association

Exhibit 10.34 RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto (the ?Exhibits?), as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), dated as of February 11, 2021, is entered into by and among (i) ION Geophysical Corporation (?ION?) and each of it

Form of Letter to Stockholders who are Recordholders.*

Exhibit 99.2 FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORDHOLDERS ION GEOPHYSICAL CORPORATION Rights to Purchase (i) 8.00% Senior Secured Second Priority Notes due 2025, (ii) shares of Common Stock, or (iii) some combination thereof Distributed to Stockholders of ION Geophysical Corporation February [?], 2021 Dear Stockholder: This letter is being distributed by ION Geophysical Corporation (?ION?)

Form of Notice of Guaranteed Delivery.*

Exhibit 99.5 FORM OF NOTICE OF GUARANTEED DELIVERY ION geophysical corporation NOTICE OF GUARANTEED DELIVERY RELATING TO NOTES or common stock SUBSCRIBED FOR PURSUANT TO THE SUBSCRIPTION RIGHT AND OVER-SUBSCRIPTION PRIVILEGE As set forth in ION Geophysical Corporation?s (the ?Company?s?) Prospectus, dated [?], 2021, under ?The Rights Offering?Guaranteed Delivery Procedures,? this form (or one subs

Letter Agreement, dated February 11, 2021, by and between ION Geophysical Corporation and Mr. James M. Lapeyre, Jr.

EX-10.2 3 ex224458.htm EXHIBIT 10.2 LAPEYRE LETTER AGREEMENT Exhibit 10.2 February 11, 2021 CONFIDENTIAL To: Mr. James M. Lapeyre, Jr. 2105 CityWest Blvd., Suite 100, Houston, TX 77042-2855 Re: Exchange Offer – Commitment to Tender Old Notes Ladies and Gentlemen, ION Geophysical Corporation, a Delaware corporation (the “Company”), has advised Mr. James M. Lapeyre, Jr. (the “Bondholder”) that the C

- S-4/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 12, 2021 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware 1389 22-2286646 (State or o

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 12, 2021 Registration No. 333-????????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? ION Geophysical Corporation (Exact name of registrant as specified in its charter) ? ? Delaware (State or o

Form of Letter to Brokers, Dealers, Banks, and other Nominee Holders.*

Exhibit 99.3 FORM OF LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEE HOLDERS ION Geophysical corporation Rights to Purchase (i) 8.00% Senior Secured Second Priority Notes due 2025, (ii) Shares of Common Stock, or (iii) some combination thereof Offered Pursuant to Rights Distributed to Stockholders of ION Geophysical Corporation February [?], 2021 To Brokers, Dealers, Banks, and Other Nominees:

Form T-l Statement of Eligibility under Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as Trustee.

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) UMB BANK, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 44-0194180 I.R.S. Employer Identific

Form of Instructions for the Use of Rights Certificates.*

Exhibit 99.1 FORM OF INSTRUCTIONS FOR USE OF ion geophysical corporation RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the ?Rights Offering?) by ION Geophysical Corporation, a Delaware corporation (?ION?), to the holders of record (the ?Recordholders?) of its common stock, par value $0.01 per share

Form of Beneficial Owner Election Form.*

Exhibit 99.4 FORM OF BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of non-transferable rights (the ?Rights?) to purchase (i) 8.00% Senior Secured Second Priority Notes due 2025 (the ?Notes?), (ii) shares of common stock (the ?Common Stock?) of Forbes Energy Services Ltd. (the ?Company?), or (iii) some combinati

Statement of Eligibility of Trustee on Form T-1.*

EX-25.1 5 tm214554d4ex25-1.htm EXHIBIT 25.1 Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) UMB BANK, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its

ION announces amended restructuring support agreement

Exhibit 99.1 ION announces amended restructuring support agreement ? Amendment reflects increasing bondholder support of 92% ? Conversion price of new notes set at high end of collar at $3.00, protecting shareholder equity HOUSTON ? February 11, 2021 ? ION Geophysical Corporation (NYSE: IO) today announced an amendment to the Restructuring Support Agreement that, along with a separate support agre

Subsidiaries of the Company.

EXHIBIT 21.1 SUBSIDIARIES OF ION GEOPHYSICAL CORPORATION as of December 31, 2020 Subsidiary Jurisdiction Concept Systems Holdings Limited Scotland Concept Systems Limited Scotland GMG/AXIS, Inc. Delaware GX Geoscience Corporation S. de R.L. de C.V. Mexico GX Technology Australia Pty Ltd. Australia GX Technology Canada, Ltd. Canada GX Technology Corporation Texas GX Technology EAME, Limited UK GX T

Form of Shareholder Notice required by NYSE.*

Exhibit 99.6 To the Stockholders of ION Geophysical Corporation: ION Geophysical Corporation (the ?Company?) has entered into arrangements for a rights offering of the Company (the ?Rights Offering?) that includes, among other things, the following key components: ? Assuming the registration statement related to the Rights Offering is declared effective, the Company will distribute to holders of i

Amended and Restated Restructuring Support Agreement dated February 11, 2021, by and between ION Geophysical Corporation, the Subsidiary Guarantors, and the Supporting Noteholders

Exhibit 10.32 AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT This AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto (the ?Exhibits?), as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?) is entered into as of February 11, 2021 by and among (i) ION Geophysical

Restructuring Support Agreement, dated February 11, 2021, by and between ION Geophysical Corporation and PNC Bank, National Association.

Exhibit 10.3 RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto (the ?Exhibits?), as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), dated as of February 11, 2021, is entered into by and among (i) ION Geophysical Corporation (?ION?) and each of its

Form of Rights Certificate.*

Exhibit 4.3 [Form of Rights Certificate] RIGHTS CERTIFICATE #: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY?S PROSPECTUS DATED [?], 2021 (THE ?PROSPECTUS?) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM [?], THE SUBSCRIPTION AGENT ION Geophysical Corporation Incorporated under the laws of the Stat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 8, 2021 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces new appointment to its Board of Directors

EX-99.1 2 ex225477.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 ION announces new appointment to its Board of Directors HOUSTON – February 11 , 2021 – ION Geophysical Corporation (NYSE: IO) today announced the election of Mr. Zhang ShaoHua to its Board of Directors, effective February 8, 2021. Under an Investor Rights Agreement between the Company and BGP Inc., China National Petroleum Corporation

ION reports fourth quarter and full year 2020 results Fourth quarter revenues increased 68% sequentially and backlog increased for second consecutive quarter driven by strategic entry into 3D new acquisition multi-client market and commercialization

Exhibit 99.1 ION reports fourth quarter and full year 2020 results Fourth quarter revenues increased 68% sequentially and backlog increased for second consecutive quarter driven by strategic entry into 3D new acquisition multi-client market and commercialization of Gemini extended frequency source HOUSTON – February 10, 2021 – ION Geophysical Corporation (NYSE: IO) today reported net revenues of $

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): February 10, 2021 ION Geophysical Corporation (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Registration Statement - S-1

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 29, 2021 Registration No. 333-         UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation

- S-4

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 29, 2021 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware 1389 22-2286646 (State or other jurisdiction of

The information included in our

DEF 14A 1 tm212064-2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t

- PRE 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

Employment Agreement dated December 22, 2020, between ION Geophysical Corporation and Mike Morrison, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of December 22, 2020 (the “Effective Date”), is made and entered into by and between ION Geophysical Corporation, a Delaware corporation (the “Company”), and Michael Morrison (the “Executive”). W I T N E S S E T H: WHEREAS, the Company and the Executive desire to set forth in their entirety the terms of their

Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2020 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Restructuring Support Agreement, dated December 23, 2020, by and between ION Geophysical Corporation, the Subsidiary Guarantors, and the Supporting Noteholders.

Exhibit 10.1 RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto (the “Exhibits”), as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of December 23, 2020, is entered into by and among (i) ION Geophysical Corporation (“ION”) and each of the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 23, 2020 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware 1-12691 22-2286646 (State or other jurisdiction of incorporation) (Commission file number) (I.

Project Poseidon December 2020 Exhibit 99.2 Forward-Looking Statements 2 The information included herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Ac

exhibit992cleansingmater Project Poseidon December 2020 Exhibit 99.2 Forward-Looking Statements 2 The information included herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties, and other factors that may cause our or our indus

ION announces entry into restructuring support agreement for its Second Lien Notes

Exhibit 99.1 ION announces entry into restructuring support agreement for its Second Lien Notes •Exchange Offer for New Convertible Second Lien Notes provides opportunity to extend maturity 4 years and significantly reduce debt upon conversion •Existing shareholders have opportunity to participate in New Convertible Second Lien Notes or additional shares through concurrent Rights Offering •Company

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-12691 ION GEOPHYSICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 22-2286646 (State or other jurisdiction of (I.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): November 4, 2020 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware 1-12691 22-2286646 (State or other jurisdiction of incorporation) (Commission file number) (I.

ION reports third quarter 2020 results Revenues of $16 million amid challenging backdrop, backlog increased 77% sequentially driven by strategic entry into 3D new acquisition multi-client market

ION reports third quarter 2020 results Revenues of $16 million amid challenging backdrop, backlog increased 77% sequentially driven by strategic entry into 3D new acquisition multi-client market HOUSTON – November 4, 2020 – ION Geophysical Corporation (NYSE: IO) today reported total net revenues of $16.

ION reports second quarter 2020 results Revenues of $23 million, Cash increases by $24 million to $40 million (excluding net revolver borrowings)

ION reports second quarter 2020 results Revenues of $23 million, Cash increases by $24 million to $40 million (excluding net revolver borrowings) HOUSTON – August 5, 2020 – ION Geophysical Corporation (NYSE: IO) today reported total net revenues of $22.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-12691 ION GEOPHYSICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 22-2286646 (State or other jurisdiction of (I.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): August 5, 2020 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware 1-12691 22-2286646 (State or other jurisdiction of incorporation) (Commission file number) (I.

ION announces preliminary second quarter 2020 revenues of ~$22 million, increasing cash by ~$24 million to $40 million (excluding net revolver borrowings)

EX-99.1 2 exhibit991q12020.htm EXHIBIT 99.1 Exhibit 99.1 ION announces preliminary second quarter 2020 revenues of ~$22 million, increasing cash by ~$24 million to $40 million (excluding net revolver borrowings) HOUSTON - July 1, 2020 - ION Geophysical Corporation (NYSE: IO) today announced that the Company expects second quarter 2020 revenues to be approximately $22 million, increasing cash to ap

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2020 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 ION Geophysical Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2019 This report for the calendar year ended December 31, 2019 is presented by ION Geophysical Corporation (the “Company”) to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). When used in this report, “Company,” “we,” “our,” and “us” refer to ION Geophysical Corp

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.R.S. Employer Identification No.) 2105 CityWest Blvd, Suite 100 Houston, Texas (Address of principal exe

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2020 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

- DEFA14A ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): May 6, 2020 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-12691 ION GEOPHYSICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 22-2286646 (State or other jurisdiction of (I.

ION and WesternGeco Settlement Agreement dated April 7, 2020.*

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT, BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

ION reports first quarter 2020 results Revenue growth of 53%, the highest first quarter revenues and operating income since 2014

ION reports first quarter 2020 results Revenue growth of 53%, the highest first quarter revenues and operating income since 2014 HOUSTON – May 6, 2020 – ION Geophysical Corporation (NYSE: IO) today reported total net revenues of $56.

definitive proxy statement on Schedule 14A, filed with the SEC on April 22, 2020.

DEF 14A 1 a2241215zdef14a.htm DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Pr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a8-kionsettlementwithwg.htm 8-K ION SETTLEMENT WITH WG UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 7, 2020 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisd

ION announces patent litigation settlement with WesternGeco

Exhibit 99.1 ION announces patent litigation settlement with WesternGeco HOUSTON — April 9, 2020 — ION Geophysical Corporation (NYSE: IO) today announced a settlement of the decade-long patent litigation with WesternGeco regarding lateral streamer positioning. The parties signed an agreement where WesternGeco will permanently dismiss the pending lawsuit, grant ION a license to the patents and lift

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2020 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION receives continued listing standards notice from the New York Stock Exchange

Exhibit 99.1 ION receives continued listing standards notice from the New York Stock Exchange HOUSTON — April 1, 2020 — ION Geophysical Corporation (NYSE: IO) today announced that written notice was received from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual. ION is

ION announces preliminary first quarter 2020 revenues in the range of $56-57 million, the highest first quarter revenues since 2014

Exhibit 99.1 ION announces preliminary first quarter 2020 revenues in the range of $56-57 million, the highest first quarter revenues since 2014 ION Geophysical Corporation (NYSE: IO) today announced that the Company expects first quarter 2020 revenues to be in the range of $56-57 million, over 50% greater than the first quarter 2019 and over 30% greater than the fourth quarter 2019. “Given the un

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kq12020preliminupdate.htm 8-K PRELIM UPDATE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2020 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction o

IO / ION Geophysical Corp. / Footprints Asset Management & Research - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ion Geophysical Corp. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 462044207 (CUSIP Number) Stephen J. Lococo, 11422 Miracle Hills Drive, Suite 208 Omaha, NE 68154 402-445-9333 (Name, Address and Telephone

IO / ION Geophysical Corp. / Gates Capital Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

IO / ION Geophysical Corp. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-12691 ION Geophysical Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 22-2286646 (State or Other Jurisdiction of Incorporation or Organization) (I.

Description of Securities

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summarizes relevant provisions of Delaware law. The following summary does not purpor

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): February 5, 2020 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Subsidiaries of the Company.

EXHIBIT 21.1 SUBSIDIARIES OF ION GEOPHYSICAL CORPORATION as of 12/31/19 Subsidiary Jurisdiction Concept Systems Holdings Limited Scotland Concept Systems Limited Scotland GMG/AXIS, Inc. Delaware GX Geoscience Corporation S. de R.L. de C.V. Mexico GX Technology Australia Pty Ltd. Australia GX Technology Canada, Ltd. Canada GX Technology Corporation Texas GX Technology EAME, Limited UK GX Technology

ION reports fourth quarter and year end 2019 results Fourth quarter revenue declines by 43% and full year by 3%, driven by reduction in multi-client revenues

ION reports fourth quarter and year end 2019 results Fourth quarter revenue declines by 43% and full year by 3%, driven by reduction in multi-client revenues HOUSTON – February 5, 2020 – ION Geophysical Corporation (NYSE: IO) today reported revenues of $42.

Employment Agreement dated January 27, 2020, between Christopher T. Usher and ION Geophysical Corporation.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of January 27, 2020 (the “Effective Date”), is made and entered into by and between ION Geophysical Corporation, a Delaware corporation (the “Company”), and Christopher T. Usher (the “Executive”). W I T N E S S E T H: WHEREAS, the Company and the Executive desire to set forth in their entirety the terms of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2020 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces CFO transition

Exhibit 99.1 ION announces CFO transition HOUSTON - December 27, 2019 - ION Geophysical Corporation (NYSE: IO) today announced that Steve Bate, Executive Vice President and Chief Financial Officer, will be retiring and stepping down from his position as CFO effective February 1, 2020. Mr. Bate, who joined ION in 2005, will remain with ION as a Strategic Advisor to the CEO until the end of June to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 27, 2019 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Separation Agreement dated as of January 3, 2020 between the Company and Steve Bate

Exhibit 10.1 TRANSITION, SEPARATION AND RELEASE AGREEMENT This Transition, Separation and Release Agreement (“Agreement”) is entered into by and between ION Geophysical Corporation and its affiliated companies (collectively, the “Company”) and Steven Bate (“Employee”) as of the date upon which both Employee and the Company have executed this Agreement (“Effective Date”). Employee and the Company w

IO / ION Geophysical Corp. CORRESP - -

ION GEOPHYSICAL CORPORATION 2105 CityWest Blvd., Suite 100 Houston, Texas 77042 December 20, 2019 Via EDGAR U.S. Securities and Exchange Commission 100 F Street, NE, Mail Stop 3561 Washington, D.C. 20549 Attention: Karina Dorin Re: ION GEOPHYSICAL CORPORATION Registration Statement on Form S-3 File No. 333-234606 Dear Ms. Dorin: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as

IO / ION Geophysical Corp. S-3/A - - S-3/A

S-3/A 1 a2240285zs-3a.htm S-3/A Use these links to rapidly review the document Table of Contents Table of Contents As filed with the Securities and Exchange Commission on December 19, 2019 Registration No. 333-234606 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Form S-3/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ION GEOPHYSICAL CORPORATION

the description of our common stock contained in the Form S-3 dated December 23, 2019.

Use these links to rapidly review the document Table of Contents Table of Contents As filed with the Securities and Exchange Commission on November 8, 2019 Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2019 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number

ION GEOPHYSICAL CORPORATION EXPLANATORY NOTE AND REVISED SECTION TABLE OF CONTENTS

Exhibit 99.1 ION GEOPHYSICAL CORPORATION EXPLANATORY NOTE AND REVISED SECTION TABLE OF CONTENTS Ion Geophysical Corporation (the “Company”) is filing this exhibit (the “Exhibit”) to reflect changes to the presentation of the Company’s financial information as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 ("“2018 Form 10-K”"), as filed with the Securitie

October 31, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-12691 ION GEOPHYSICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 22-2286646 (State or other jurisdiction of (I.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): October 30, 2019 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION reports third quarter 2019 results Revenue growth of 13%, driven by Imaging Services and Marlin projects

ION reports third quarter 2019 results Revenue growth of 13%, driven by Imaging Services and Marlin projects HOUSTON – October 30, 2019 – ION Geophysical Corporation (NYSE: IO) today reported total net revenues of $53.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 1, 2019 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

Restricted Stock Agreement (Time Based) dated September 1, 2019 between the ION Geophysical Corporation and Christopher T. Usher filed on September 4, 2019 as Exhibit 10.1 to the Company’s Current Report on Form 8-K, and incorporated herein by reference.

Exhibit 10.1 Restricted Stock [Participant Name] ION Geophysical Corporation Third Amended and Restated 2013 Long Term Incentive Plan RESTRICTED STOCK AGREEMENT 1. Grant of Restricted Stock Shares. On [Grant Date] (the “Grant Date”), ION Geophysical Corporation (the “Company”) granted [Restricted Stock Amount (Restricted Stock Amount)] shares of restricted Common Stock (the “Restricted Stock”) in

Restricted Stock Agreement (Performance Based) dated September 1, 2019 between the ION Geophysical Corporation and Christopher T. Usher filed on September 4, 2019 as Exhibit 10.2 to the Company’s Current Report on Form 8-K, and incorporated herein by reference.

Exhibit 10.2 Restricted Stock with Performance Triggers [Participant Name] ION Geophysical Corporation Third Amended and Restated 2013 Long Term Incentive Plan RESTRICTED STOCK AGREEMENT 1. Grant of Restricted Stock Shares. On [Grant Date] (the “Grant Date”), ION Geophysical Corporation (the “Company”) granted [Restricted Stock Amount (Restricted Stock Amount)] shares of restricted Common Stock (t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 30, 2019 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

District Court sides with ION, orders new trial as to lost profits in WesternGeco litigation

Exhibit 99.1 District Court sides with ION, orders new trial as to lost profits in WesternGeco litigation HOUSTON, Aug. 30, 2019 /PRNewswire/ - ION Geophysical Corporation (NYSE: IO) today announced that the United States District Court for the Southern District of Texas refused WesternGeco's request to reinstate a $100 million lost profits award against ION, and instead ordered a new trial to det

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): July 31, 2019 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION reports second quarter 2019 results Revenue growth of 69%, driven by data library, marine equipment and Marlin sales

ION reports second quarter 2019 results Revenue growth of 69%, driven by data library, marine equipment and Marlin sales HOUSTON – July 31, 2019 – ION Geophysical Corporation (NYSE: IO) today reported total net revenues of $41.

June 30, 2019

10-Q 1 io-06302019x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-12691 ION GEOPHYSICAL CORPORATION

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 17, 2019 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION elects new Director

Exhibit 99.1 ION elects new Director HOUSTON - June 17, 2019 - ION Geophysical Corporation (NYSE: IO) today announced the election of Mr. Michael McGovern to its Board of Directors, and his appointment to the Compensation Committee of the Board, effective June 17, 2019. Mr. McGovern was elected to replace Mr. Franklin Myers, who retired from ION’s Board on June 17, 2019. Mr. McGovern is currently

ION announces new appointment to its Board of Directors

Exhibit 99.1 ION announces new appointment to its Board of Directors HOUSTON - June 6, 2019 - ION Geophysical Corporation (NYSE: IO) today announced the election of Ms. Tina Wininger to its Board of Directors, and her appointment to the Audit Committee of the Board, effective June 7, 2019. Ms. Wininger is currently Controller at Next Wave Energy Partners. She is a successful corporate executive wi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8-knewdirectorwininger.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2019 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation)

Separation Agreement dated as of June 3, 2019 between the ION Geophysical Corporation and R. Brian Hanson

Exhibit 10.1 Mr. R. Brian Hanson 14 Waters Lake Blvd. Missouri City, TX 77459 Re: Separation Agreement Dear Mr. Hanson: This letter, upon your signature, will constitute the agreement between you and ION Geophysical Corporation (hereinafter “Employer”) regarding the terms of your separation from employment with Employer. This agreement (this “Agreement” or “Separation Agreement”) acknowledges the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 29, 2019 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

ION announces executive leadership transition

EX-99.1 3 a19-110761ex99d1.htm EX-99.1 Exhibit 99.1 ION announces executive leadership transition HOUSTON, May 29, 2019 /PRNewswire/ — ION Geophysical Corporation (NYSE: IO) today announced the retirement of Brian Hanson, its President and Chief Executive Officer, and his resignation from its Board of Directors, both effective June 1, 2019, and the appointment of Chris Usher, previously Executive

IO / ION Geophysical Corp. SD - - SD CY2018

SD 1 a2018formsd.htm SD CY2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.R.S. Employer Identification No.) 2105 CityWest Blvd, Suite 100 Houston,

Conflict Minerals Report for the reporting period January 1, 2018 to December 31, 2018.

Exhibit 1.01 ION Geophysical Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2018 This report for the calendar year ended December 31, 2018 is presented by ION Geophysical Corporation (the “Company”) to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). When used in this report, “Company,” “we,” “our,” and “us” refer to ION Geophysical Corp

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2019 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.

IO / ION Geophysical Corp. DEFA14A DEFA14A

DEFA14A 1 a2019proxyexplanatorynote.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission

ION reports first quarter 2019 results Revenue growth of 10% across both business segments

ION reports first quarter 2019 results Revenue growth of 10% across both business segments HOUSTON – May 1, 2019 – ION Geophysical Corporation (NYSE: IO) today reported revenues of $37.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8k-2019xq1xearnings.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): May 1, 2019 ION Geophysical Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation

March 31, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-12691 ION GEOPHYSICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 22-2286646 (State or other jurisdiction of (I.

The portions of our Proxy Statement on Schedule 14A filed with the SEC on April 11, 2019 incorporated by reference into the 2018 Annual Report;

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

IO / ION Geophysical Corp. / Footprints Asset Management & Research - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ion Geophysical Corp. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 462044207 (CUSIP Number) Stephen J. Lococo, 11422 Miracle Hills Drive, Suite 208 Omaha, NE 68154 402-445-9333 (Name, Address and Telephone

IO / ION Geophysical Corp. / Gates Capital Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

1,820,000 Shares of Common Stock Warrants to Purchase up to 1,820,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-213769 PROSPECTUS SUPPLEMENT (To Prospectus dated November 23, 2016 and the Prospectus Supplement dated February 20, 2018) 1,820,000 Shares of Common Stock Warrants to Purchase up to 1,820,000 Shares of Common Stock We are extending the expiration date of our warrants (the “Warrants”) to purchase up to 1,820,000 shares of our common stock, par

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2019 ION Geophysical Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number