Page 15 of 19 – SEC Filing
Explanatory Note:
This
Amendment No. 5 amends the Schedule 13D filed with the Securities Exchange Commission (the “SEC”) on August 8, 2016
(as amended by Amendment No. 1 thereto filed on December 21, 2017, as amended by Amendment No. 2 filed on December 26, 2017, as
amended by Amendment No. 3 filed on February 2, 2018, as further amended by Amendment No. 4 filed on March 14, 2018 the “Schedule
13D”), relating to the shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of SAExploration
Holdings, Inc., a Delaware corporation (the “Issuer”). Unless specifically amended hereby, the disclosures set forth
in the Schedule 13D remain unchanged. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed
to such terms in the Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration.
The information contained
in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the information below.
On September 6, 2018, the
Issuer issued 14,073,844 shares of Common Stock and 94,813,594 Series E Warrants to purchase shares of Common Stock with terms
identical to those of the Series C Warrants (the “Series E Warrants”) in connection with a mandatory conversion of the
Series A Preferred Stock.
As a result of the mandatory
conversion, the Issuer converted all outstanding shares of the Series A Preferred Stock into shares of Common Stock and/or Series
E Warrants, upon which each holder of Series A Preferred Stock received, for each share of Series A Preferred Stock being converted,
a number of shares of Common Stock and/or a number of Series E Warrants, in aggregate equal to the conversion rate. The initial
conversion rate for the Series A Preferred Stock is 3,271.4653 shares of Common Stock, or, if a warrant election is made, 3,271.4653
Series E Warrants (with shares of Common Stock or Series E Warrants, as applicable, issued in whole integral multiples, rounded
down in lieu of any fractional shares or warrants, as applicable), per share of Series A Preferred Stock. The Funds,
elected to receive solely Series E Warrants. The Funds received an aggregate of 27,719,122 Series E Warrants.
Each Series E Warrant is
immediately exercisable by the holder for one share of Common Stock at a price equal to $0.0001. The Series E Warrants are also
exercisable at the option of the Issuer in connection with a full redemption of the Series A Preferred Stock or upon a change of
control of the Issuer. At all times a holder of Series E Warrants, who is not a beneficial owner of 10% or more of the outstanding
Common Stock, may exercise only up to that number of Series E Warrants so that, upon exercise, the aggregate beneficial ownership
of Common Stock of such holder and all persons affiliated with such holder, is not more than 9.99% of Common Stock then outstanding
(other than in connection with a change of control of the Issuer).
The foregoing summary of
the Series E Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Series E Warrant Agreement a copy of which is incorporated by reference as Exhibit 19 in Item 7 of this Schedule 13D and is incorporated
herein by reference.
