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

ME Staff 8-k
-
0

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

On September1, Hyperdynamics Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”) consummated a sixth and final closing of a private placement offering (the “Offering”). We issued and sold in this closing an aggregate of 2,562,952 Units of our 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 this closing, we issued to the Subscribers an aggregate of (i)2,562,952 shares of Common Stock, and (ii)Investor Warrants to purchase an aggregate of 1,922,220 shares of Common Stock.

The Company received an aggregate of $3,741,907.88 in gross cash proceeds at this final closing, before deducting placement agent fees and expenses, and other fees and expenses, in connection with the sale of the Units in the Offering.

In the aggregate in all six closings of the Offering, the Company sold 10,471,593 Units and issued to Subscribers an aggregate of (i)10,471,593 shares of Common Stock and (ii)Investor Warrants to purchase an aggregate of 7,853,718 shares of Common Stock, and the Company received an aggregate of $15,288,413.22 in gross cash proceeds, before deducting placement agent fees and expenses, and other fees and expenses, in connection with the sale of the Units in the Offering.

As previously reported, Katalyst Securities, LLC, a U.S. registered broker-dealer, was engaged by the Company as placement agent for the Offering (the “Placement Agent”), on a reasonable best effort basis. We paid the Placement Agent an aggregate of $1,145,965.41 of cash fees for the Offering, including $316,771.73 cash fees paid for the final closing, and issued to the Placement Agent or its designees Placement Agent for the Offering Warrants to purchase an aggregate of 733,046 shares of Common Stock, including Placement Agent Warrants to purchase 179,416 shares of Common Stock for the final closing.

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. 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 to the Subscribers 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. 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.