HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
On April 18, 2017, Hyperdynamics Corporation, a Delaware
corporation (the Company, we, us or our) consummated a third
closing of a private placement offering (the Offering) and issued
and sold additional 710 Units of its securities, at a purchase
price of $1,000 per Unit. Each Unit consisted of (i) one share of
the Companys 1% Series A Convertible Preferred Stock, par value
$0.001 per share, with a Stated Value of $1,040 per share (the
Series A 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) 710 shares of Series A
Preferred Stock and (ii) Investor Warrants to purchase an
aggregate of 158,330 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 Rule 501 under the Securities Act of
1933, as amended (the Securities Act)) (the Subscribers).
The Company received an aggregate of $710,000 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 $616,010.79 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 effort basis,
$63,900 of cash fees and issued to the Placement Agent or its
designees Placement Agent Warrants to purchase an aggregate of
18,796 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 each of the Companys Current
Reports on Form 8-K filed with the SEC on March 23, 2017, and
April 3, 2017, for descriptions of certain other terms of the
Subscription Agreement the Amendment 1 to the Subscription
Agreement (the Amendment), the Series A 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 Series A
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 Item 1.01 is hereby
incorporated by reference into this Item 3.02.
The Units, the shares of Series A Preferred Stock, the Investor
Warrants, the Placement Agent Warrants, and the shares of
Common Stock issuable upon conversion or exercise of the Series
A Preferred Stock, the Investor Warrants and the Placement
Agent Warrants are being issued in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities
Act and Rule 506(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 Form 8-K is issued in accordance with
Rule 135c 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:
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Exhibit Number |
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Description |
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3.1 |
Certificate of Designations, Preferences and Rights of |
|
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4.1 |
Form of Investor Warrant (Filed as Exhibit 4.1 to the |
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|
4.2 |
Form of Placement Agent Warrant (Filed as Exhibit |
|
|
10.1 |
Form of Subscription Agreement between the Registrant and |
|
|
10.2 |
Form of Amendment No. 1 to the Subscription Agreement |
|
|
10.3 |
Form of Registration Rights Agreement (Filed as |
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 00.00 at 1.69 with shares trading hands.
