HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) Files An 8-K Entry into a Material Definitive Agreement

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HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Between July17, 2017 and August11, 2017, Hyperdynamics Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”) held three additional closings of a private placement offering (the “Offering”) and issued and sold 1,792,515 Units of its securities, at a purchase price of $1.46 per Unit. Each “Unit” consisted of (i)one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii)a warrant (the “Investor Warrant”) to purchase three quarters (3/4) of a share of the Company’s Common Stock, exercisable for two years from issuance, at an exercise price of $1.825 per whole share (subject to adjustment in certain circumstances). The Units were sold to certain accredited investors (as such term is defined in the Rule501 under the Securities Act of 1933, as amended (the “Securities Act”)) (the “Subscribers”) to subscription agreements for the Units (the “Subscription Agreements”) between the Company and the Subscribers. The Subscription Agreements contained customary representations and warranties by the Company and by the Subscribers. At these closings, we issued to the Subscribers an aggregate of (i)1,792,515 shares of Common Stock and (ii)Investor Warrants to purchase an aggregate of 1,344,394 shares of Common Stock.

The Company received an aggregate of $2,616,974.34 in gross cash proceeds, before deducting placement agent fees and expenses, and other fees and expenses, in connection with the sale of the Units. The Company expects to use the net proceeds of $2,305,929.51 from the sale of the Units for general corporate purposes and to further its business interests in the Republic of Guinea, including, but not limited to, the drilling of an exploration well on the Company’s offshore Concession.

to the Placement Agency Agreement dated June5, 2017, as amended on August10, 2017, between the Company and Katalyst Securities, LLC (the “Placement Agent”), a U.S. registered broker-dealer, engaged by the Company as placement agent, on a reasonable best effort basis, for the Common Unit Offering, we agreed to pay to the Placement Agent (and any sub agent) a cash commission of 9% of the gross purchase price paid by the Subscribers for the Units, except for the purchase of Units by certain Subscribers referred to by the Company, in which case, the Company has agreed to pay to the Placement Agent (and any sub agent), a cash commission of 4% of the gross purchase price paid by these referred Subscribers, and to issue to the Placement Agent (and any sub-agent) warrants to purchase a number of shares of Common Stock equal to 7% of the number of shares of Common Stock contained in the Units sold in the Offering, at the exercise price of $1.825 per share (the “Placement Agent Warrants”). At these closings, we paid the Placement Agent $219,285.97 of cash fees and issued to the Placement Agent or its designees Placement Agent Warrants to purchase an aggregate of 125,489 shares of Common Stock.

to the Registration Rights Agreement (the “Registration Rights Agreement”) we entered with the Subscribers and the holders of the Placement Agent Warrants, we agreed to register for resale the shares of Common Stock issuable upon exercise of the Investor Warrants and the Placement Agent Warrants.

Reference is made to Item 1.01 of the Company’s Current Report on Form8-K filed with the SEC on June9, 2017, for descriptions of certain other terms of the Subscription Agreement, the Investor Warrants and the Placement Agent Warrants, and of the Registration Rights Agreement entered into between the Company and the Subscribers and holders of Placement Agent Warrants, which descriptions are incorporated herein by reference. All such descriptions of the Investor Warrant and the Placement Agent Warrant, the Subscription Agreement, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the text of each such document incorporated by reference as Exhibits 4.1, 10.1, and 10.2 respectively, hereto.

The foregoing agreements and documents are not intended to be, and should not be relied upon as, making disclosures regarding any facts and circumstances relating to the Company. These agreements and documents are described in this Report and filed as exhibits hereto only to provide investors with information regarding the terms and conditions of those agreements that establish and govern the legal relationship among the parties thereto, and are not intended to provide any other factual information regarding the Company or the actual conduct of its business, or to modify or supplement any factual disclosures about the Company contained in any of the Company’s public reports filed with the SEC. The representations and warranties contained in those agreements were made as of specific dates and only for purposes of those agreements, not for the benefit of any investors or other persons (other than the Subscribers), and are subject to important exceptions and limitations. The parties reserve the right to, but are not obligated to, amend or revise these agreements. Accordingly, investors should not rely on representations and warranties as characterizations of the actual state of facts, or for any other purpose, at the time they were made or otherwise.

Item 1.01. Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 1.01.

The Units, the shares of Common Stock, the Investor Warrants and the Placement Agent Warrants, and the shares of Common Stock issuable upon exercise of the Investor Warrants and the Placement Agent Warrants are being issued in reliance upon the exemption from registration provided by Section4(a)(2)of the Securities Act and Rule506(b)of Regulation D promulgated by the SEC thereunder. All of the Subscribers were persons who represented themselves to be accredited investors as defined in Regulation D.

The securities issued in these closings have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report on Form8-K is issued in accordance with Rule135c under the Securities Act, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 1.01 Submission of Matters to a Vote of Security Holders.

On July11, 2017, the Company filed with the SEC a Definitive Schedule 14A Consent Solicitation Statement (the “Consent Solicitation Statement”) and thereafter mailed the Consent Solicitation Statement to all of the Company’s stockholders of July7, 2017 (the “Record Date”) requesting authorization and approval from these stockholders by written consents, in lieu of a meeting, of the following proposal (the “Proposal”):

To amend our Certificate of Incorporation, as amended, to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s “Common Stock at a ratio within a range between one-for-two (1:2) and one-for-six (1:6) (the “Split Ratio”), with the exact Split Ratio to be determined within that range by the Board of Directors in its sole discretion, and with such Reverse Stock Split to be effective at such date and time, if at all, as determined by the Board of Directors in its sole discretion.

On July24, 2017, the Company filed with the SEC a Definitive Schedule 14A Additional Proxy Materials, extending the solicitation period of the Proposal to August10, 2017 and thereafter mailed the Additional Proxy Materials to the Company’s stockholders as of the Record Date, notifying them of such extension.

As of August10, 2017, the Company has received written consents from holders representing 72.3% of the voting power of its Common Stock outstanding as of the Record Date in favor of the Proposal and terminated the consent solicitation period. As of the Record Date, 27,510,636 shares of the Company’s Common Stock were outstanding. The final vote tabulation was as follows:

VotesFor—72.3%

Votes Against—10.5%

Abstentions—0.3%

19,879,984

2,878,387

71,651

No other proposals were presented in the Consent Solicitation Statement. The written consents by the requisite number of the Company Stock entitled to vote for the Proposal granted the Board of Directors the ultimate authority to determine the exact Reverse Split Ratio and to effectuate the Reverse Stock Split, if at all, at such date and time when the Board of Directors determines, in its sole discretion, it to be in the best interests of the Company and its stockholders.

Item 1.01. Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed with this Report:

Exhibit Number

Description

4.1

Formof Investor Warrant and Placement Agent Warrant (Filed as Exhibit4.6 to Amendment No.2 to the Registration Statement on FormS-1 (File No.333-217577) filed with the SEC on June7, 2017, and incorporated herein by reference.)

10.1

Formof Subscription Agreement between the Registrant and the Subscribers party thereto (Filed as Exhibit10.46 to Amendment No.2 to the Registration Statement on FormS-1 (File No.333-217577) filed with the SEC on June7, 2017, and incorporated herein by reference.)

10.2

Formof Registration Rights Agreement (Filed as Exhibit10.47 to Amendment No.2 to the Registration Statement on FormS-1 (File No.333-217577) filed with the SEC on June7, 2017, and incorporated herein by reference.)


About HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN)

Hyperdynamics Corporation is an independent oil and gas exploration company with prospects in offshore Republic of Guinea (Guinea) in Northwest Africa pursuant to rights granted to the Company by Guinea (the Concession) under a Hydrocarbon Production Sharing Contract (PSC). The Company’s primary focus is the advancement of exploration work in Guinea. The Company, through its subsidiary, SCS Corporation Ltd, conducts international oil and gas exploration activities in Guinea. The Company is conducting its work in Guinea under the PSC. The Company is having certain contractual rights to explore and exploit offshore oil and gas reserves, if any, off the coast of Guinea (the Contract Area). Its prospects are in an underexplored basin with Turbidite fans and four-way closures. As of June 30, 2016, the Contract Area in the Concession was 18,750 square kilometers. The Company has not generated any revenues.