HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
On March28, 2017, Hyperdynamics Corporation, a Delaware
corporation (the Company, we, us or our) consummated a second
closing of a private placement offering (the Offering) and issued
and sold an additional 511 Units of its securities, at a purchase
price of $1,000 per Unit. Each Unit consisted of (i)one share of
the Companys 1% SeriesA Convertible Preferred Stock, par value
$0.001 per share, with a Stated Value of $1,040 per share (the
SeriesA Preferred Stock), and (ii)a warrant (the Investor
Warrant) to purchase 223 shares of the Companys common stock, par
value $0.001 per share (Common Stock), exercisable from issuance
until two years after the date of the closing, at an exercise
price of $3.50 per share (subject to adjustment in certain
circumstances). At this closing, we issued to the Subscribers (as
defined below) an aggregate of (i)511 shares of SeriesA Preferred
Stock and (ii)Investor Warrants to purchase an aggregate of
113,953 shares of Common Stock.
We entered into subscription agreements for the Units (the
Subscription Agreements) with certain accredited investors (as
such term is defined in the Rule501 under the Securities Act of
1933, as amended (the Securities Act)) (the Subscribers).
On March28, 2017, we also entered into an amendment to the
Subscription Agreements (the Amendment) with Subscribers that
purchased the Units in the initial closing of the Offering on
March17, 2017, and with the Subscribers in this closing, to
expand the scope of a right of first refusal contained in the
Subscription Agreement. As so amended, the Subscription Agreement
provides that if, following the termination of the Offering and
prior to December17, 2017, the Company determines to offer for
sale or to accept an offer to purchase any additional shares of
common stock or securities convertible into or exercisable or
exchangeable for shares of common stock (subject to certain
limitations and adjustments described therein) for consideration
consisting of cash and/or outstanding debt of the Company, each
Subscriber who previously purchased Units in the Offering will
have an option to purchase such Subscribers pro rata share of
such securities on the same terms and conditions on which such
securities are proposed to be issued, exercisable on the terms
set forth in the Subscription Agreement.
The Company received an aggregate of $511,000 in gross cash
proceeds, before deducting placement agent fees and expenses, and
legal, accounting and other fees and expenses, in connection with
the sale of the Units. The Company expects to use the net
proceeds of $442,634 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 Companys offshore Concession.
We paid Katalyst Securities, LLC (the Placement Agent), a U.S.
registered broker-dealer, engaged by the Company as placement
agent for the Offering, on a reasonable best efforts basis,
$45,990 of cash fees and issued to the Placement Agent or its
designees Placement Agent Warrants to purchase an aggregate of
13,528 shares of Common Stock. The Placement Agency Agreement
between the Company and the Placement Agent contains customary
representations, warranties and covenants of and indemnifications
by the parties.
Reference is made to Item 1.01 of the Companys Current Report on
Form8-K filed with the SEC on March23, 2017, for descriptions of
certain other terms of the Subscription Agreement, the SeriesA
Preferred Stock, 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 Certificate of
Designations for the SeriesA Preferred Stock, the Investor
Warrant, the Placement Agent Warrant, the Subscription Agreement,
the Amendment 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 filed as Exhibits
3.1, 4.1, 4.2, 10.1, 10.2 and 10.3, 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 Companys 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 3.02. Unregistered Sales of
Equity Securities.
The information set forth above in Item1.01 is hereby
incorporated by reference into this Item3.02.
The Units, the shares of SeriesA Preferred Stock, the Investor
Warrants, the Placement Agent Warrants, and the shares of
Common Stock issuable upon conversion or exercise of the
SeriesA Preferred Stock, 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.
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 9.01. Financial Statements and
Exhibits.
(d)Exhibits.
The following exhibits are filed with this Report:
|
Exhibit Number |
|
Description |
|
3.1 |
Certificate of Designations, Preferences and Rights of |
|
|
4.1 |
Formof Investor Warrant (Filed as Exhibit4.1 to the |
|
|
4.2 |
Formof Placement Agent Warrant (Filed as Exhibit10.3 |
|
10.1 |
Formof Subscription Agreement between the Registrant and |
|
|
10.2* |
Formof Amendment No.1 to the Subscription Agreement, |
|
|
10.3 |
Formof Registration Rights Agreement (Filed as |
* Filed herewith
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. HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) Recent Trading Information
HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) closed its last trading session up +0.06 at 1.50 with shares trading hands.