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~~ 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.R.S. Employer

Identification No.)

4203 Yoakum Blvd., Suite 100, Houston, Texas 77006

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (281) 933-3339

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	IO	New York Stock Exchange

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 2.01 04. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs previously disclosed, on April 18, 2022, ION Geophysical Corporation (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that, as the Company had not timely filed its ~~form~~Form 10-K for calendar year 2021, the NYSE ~~will~~would closely monitor the status of the Company’s late filing and related public disclosures for up to a six-month period from its due date., Ifbut ~~the~~that ~~Company fails to file its 10-K and any subsequent delayed filings within six months of~~ the ~~due date, the~~ NYSE ~~may,~~could incommence ~~its~~delisting ~~sole~~proceedings ~~discretion,~~at ~~allow~~any ~~the~~time ~~Company’s~~during ~~securities~~that ~~to trade for up to an additional~~ six-month ~~months~~period ~~depending~~if ~~on specific~~ circumstances, ~~as outlined in Section 802 of the NYSE Listed Company Manual~~warranted.

IfOn ~~the~~May ~~NYSE~~18, ~~determines that an additional six-month trading period is not appropriate~~2022, ~~suspension and delisting procedures will commence pursuant to Section 804.00 of~~ the NYSE ~~Listed~~notified ~~Company Manual. If~~ the ~~NYSE~~Company ~~determines~~ that anthe ~~additional~~staff ~~trading~~of ~~period~~NYSE ofRegulation updetermined to ~~six~~commence ~~months~~proceedings ~~is appropriate and the Company fails~~ to ~~file~~delist ~~its 10-K and any subsequent delayed filings by~~ the ~~end~~common ofstock ~~that period, suspension and delisting procedures will generally commence. Regardless~~ of the ~~procedures~~Company ~~described~~from ~~above,~~ the NYSE. ~~may~~Trading ~~commence~~in ~~delisting~~the ~~proceedings~~Company’s atcommon ~~any~~stock ~~time~~was ~~during~~suspended ~~the~~after ~~period~~market ~~that~~close ison ~~available~~the toNYSE ~~complete~~on ~~the~~May ~~filing~~18, ~~if circumstances warrant~~2022.

~~The~~NYSE ~~notice~~Regulation ~~has~~indicated nothat ~~immediate~~it ~~impact~~reached onits ~~the~~decision ~~listing~~to ofdelist the Company’s common stock, ~~which~~pursuant ~~will~~to ~~continue~~Section to802.01B beof ~~listed~~the ~~and~~NYSE’s ~~traded~~Listed onCompany ~~the~~Manual ~~NYSE~~because ~~during~~the ~~this~~Company ~~period,~~had ~~subject~~fallen tobelow the ~~Company~~NYSE’s ~~compliance~~continued ~~with other~~ listing ~~standards,~~standard ~~under~~requiring ~~the~~listed ~~symbol~~companies ~~“IO”~~to ~~with~~maintain an ~~“LF”~~average ~~indicator~~global market capitalization over a consecutive 30 trading day period of at least $15,000,000.

The Company ~~issued~~has a ~~press~~right ~~release~~to ona ~~April~~review ~~22,~~of ~~2022,~~this ~~announcing~~determination ~~that~~by ita ~~had~~Committee ~~received~~of athe ~~notice~~Board of ~~noncompliance~~Directors of the NYSE. ANYSE ~~copy~~Regulation ofindicated that ~~press~~they ~~release~~will isapply ~~attached~~to ~~hereto~~the asSecurities ~~Exhibit~~and 99Exchange Commission to delist the Company’s common stock upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff’s decision.1.

The information herein contains certain 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 forward-looking statements may include information and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include the Company’s ~~ability~~common tostock ~~consummate~~may ~~the~~be ~~Restructuring~~quoted ~~Transactions; the Company’s ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court; the ability of the Company to confirm~~ and ~~consummate~~traded ~~the Plan; the Company’s ability to comply with the milestones set forth in the Restructuring Support Agreement; the effects of the Chapter 11 Cases~~ on the ~~Company’s~~OTC ~~liquidity~~Expert orMarketSM ~~results of operations or business prospects; the effects of the Chapter 11 Cases on the Company’s business and the interests of various constituents; the length of time that the Company will operate~~ under ~~Chapter 11 protection; risks associated with third-party motions in~~ the ~~Chapter~~trading 11symbol Cases; increased levels of employee attrition during the Chapter 11 Cases; the risks associated with the timing and development of ION Geophysical Corporation’s products and services; pricing pressure; decreased demand; changes in oil prices; agreements made or adhered to by members of OPEC and other oil producing countries to maintain production levels; the COVID-19 pandemic; the ultimate benefits of our completed restructuring transactions; political, execution, regulatory, and currency risks; the outcome or changes, if any, of our consideration of various strategic alternatives; and the impact to our liquidity in the current uncertain macroeconomic environment, including the war in UkraineIOGPQ. For additional information regarding these various risks and uncertainties, see our Form 10-K for the year ended December 31, 2020, filed on February 12, 2021, and our Forms 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021, filed on May 6, 2021, August 12, 2021, and November 3, 2021, respectively. Additional risk factors, which could affect actual results, are disclosed by the Company in its filings with the Securities and Exchange Commission (SEC), including its Form 10-K, Form 10-Qs and Form 8-Ks filed during the year. The Company expressly disclaims any obligation to revise or update any forward-looking statements.

Forward Looking Statements

The information herein contains certain 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 forward-looking statements may include information and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include the Company’s ability to consummate the Restructuring Transactions; the Company’s ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court; the ability of the Company to confirm and consummate the Plan; the Company’s ability to comply with the milestones set forth in the Restructuring Support Agreement; the effects of the Chapter 11 Cases on the Company’s liquidity or results of operations or business prospects; the effects of the Chapter 11 Cases on the Company’s business and the interests of various constituents; the length of time that the Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; increased levels of employee attrition during the Chapter 11 Cases; the impacts of the Company’s delisting by the NYSE; the risks associated with the timing and development of ION Geophysical Corporation’s products and services; pricing pressure; decreased demand; changes in oil prices; agreements made or adhered to by members of OPEC and other oil producing countries to maintain production levels; the COVID-19 pandemic; the ultimate benefits of our completed restructuring transactions; political, execution, regulatory, and currency risks; the outcome or changes, if any, of our consideration of various strategic alternatives; and the impact to our liquidity in the current uncertain macroeconomic environment, including the war in Ukraine. For additional information regarding these various risks and uncertainties, see our Form 10-K for the year ended December 31, 2020, filed on February 12, 2021, and our Forms 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021, filed on May 6, 2021, August 12, 2021, and November 3, 2021, respectively. Additional risk factors, which could affect actual results, are disclosed by the Company in its filings with the Securities and Exchange Commission (SEC), including its Form 10-K, Form 10-Qs and Form 8-Ks filed during the year. The Company expressly disclaims any obligation to revise or update any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated ~~April~~May 2218, 2022
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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 thereunto duly authorized.

ION GEOPHYSICAL CORPORATION By: /s/ Matthew Powers Matthew Powers Executive Vice President, General Counsel and Corporate Secretary Date: ~~April~~May 2219, 2022

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