Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 6, 2019



SAExploration Holdings, Inc.

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)



(Commission file number)



(IRS Employer Identification No.)


1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079

(Address of principal executive offices) (Zip Code)


(281) 258-4400

(Company's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14(d)-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 






Item 3.02.  Unregistered Sales of Equity Securities

On February 6, 2019, SAExploration Holdings, Inc. (the “Company”) entered into a Stock Issuance Agreement with Ducera Partners LLC and Ducera Securities LLC (collectively, the “Advisor”).  Pursuant to and simultaneously with the execution of the Stock Issuance Agreement, the Company issued 242,795 shares (the “Shares”) of its common stock, par value $0.001 (“Common Stock”) to Ducera Partners LLC in partial consideration for the Advisor’s services (the “Services”) provided to the Company under an engagement letter with the Advisor relating to the asset purchase transaction the Company consummated with Geokinetics Inc. and certain affiliates of Geokinetics Inc.  The Shares represent the final payment to Advisor by the Company for the Services, the value of which billed Services exceeds the value of the Shares and the other consideration paid to the Advisor under the terms of the engagement letter.

The shares were sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as a sale to an accredited investor, and in reliance on similar exemptions under applicable state laws.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: February 8, 2019 SAExploration Holdings, Inc.



By: /s/ Brent Whiteley

Name: Brent Whiteley

Title: Chief Financial Officer, General Counsel and Secretary