SAEX SAExploration Holdings Inc

Item 8.01 Other Events.

On April 14, 2020, SAExploration Holdings, Inc. (the “Company”, “we”, “our” or “us”) filed its Annual Report on Form 10–K for the fiscal year ended December 31, 2019 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”). The Original Filing omitted the information required by Items 10 through 14 of Part III of Form 10–K (the “Part III Information”) in reliance on General Instruction G(3) to Form 10–K, which permits the Part III Information to be incorporated in the Form 10–K by reference from a definitive proxy statement or an amendment to the Original Filing if such statement or amendment is filed with the SEC no later than 120 days after the end of the fiscal year covered by the Original Filing. The Company expects to file an Amendment No. 1 to Annual Report on Form 10–K/A (the “Form 10–K/A”) with the SEC to include the Part III Information because the Company will not file a definitive proxy statement within 120 days after the end of the fiscal year covered by the Original Filing. The Company does not anticipate any changes to the Original Filing other than the Part III Information.

The Company will be relying on the SEC’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34–88465) to delay the filing of the Form 10–K/A due to circumstances related to the COVID–19 coronavirus.

As previously disclosed in the Company’s Current Report on Form 8–K filed with the SEC on March 30, 2020, in response to the COVID–19 coronavirus outbreak and out of an abundance of caution, the Company’s personnel (other than its active survey crews) have been working remotely as much as possible since on or about March 14, 2020. Further, during the week of March 22, 2020, Brazoria, Chambers, Fort Bend, Galveston, Harris, Liberty and Montgomery Counties (all counties in the state of Texas) issued various orders further limiting the Company’s ability to conduct its normal business operations. The Company’s headquarters and most of its management and financial, accounting and legal personnel, as well as certain of the Company’s professional advisors are all located in these counties. The disruptions in staffing, communications and access to personnel resulted in delays, limited support and insufficient time to complete the Company’s audit of its financial statements and internal control assessment and to complete its financial reporting process and prepare the Original Filing. The delay in completing the Original Filing together with the continuing disruptions described above have delayed the Company’s ability to process and prepare the Form 10–K/A.

While there can be no assurances, the Company plans to file the Form 10–K/A with the SEC on or before May 15, 2020 (which is also the filing deadline for the Company’s Quarterly Report on Form 10–Q for the quarterly period ended March 31, 2020), but, in any event, no later than June 13, 2020 (which is 45 days from the Form 10–K/A’s original filing deadline of April 29, 2020).

Please see “Item 1A. Risk Factors” of the Original Filing for risk factors describing the impact of the COVID–19 coronavirus on our business, financial condition and results of operations.

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