HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
On June5, 2017, Hyperdynamics Corporation, a Delaware corporation
(the Company, we, us or our) consummated a closing of a private
placement offering (the Offering) and issued and sold 4,335,625
Units of its securities, at a purchase price of $1.46 per Unit.
Each Unit consisted of (i)one share of the Companys 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 Companys Common Stock, exercisable for two years from
issuance, at an exercise price of $1.825 per whole share (subject
to adjustment in certain circumstances). At the closing, we
issued to the Subscribers (as defined below) an aggregate of
(i)4,335,625 shares of Common Stock and (ii)Investor Warrants to
purchase an aggregate of 3,251,726 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). The
Subscription Agreements contained customary representations and
warranties by the Company and by the Subscribers.
The Company received an aggregate of $6,330,000 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 approximately $5,666,159 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.
Katalyst Securities, LLC (the Placement Agent), a U.S. registered
broker-dealer, was engaged by the Company as placement agent for
the Offering, on a reasonable best effort basis. 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 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 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). We also agreed to
reimburse the Placement Agent for certain expenses related to the
Offering. We paid the Placement Agent a total of $569,700 of cash
fees and issued to the Placement Agent or its designees Placement
Agent Warrants to purchase an aggregate of 303,502 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.
The Investor Warrants and the Placement Agent Warrants have
provisions for the weighted average adjustment of their exercise
price in the event that we issue shares of Common Stock (or
Common Stock equivalents) for a consideration per share less than
the exercise price then in effect, subject to certain exceptions.
In connection with the Offering, we also entered into a
Registration Rights Agreement (the Registration Rights Agreement)
with each of the Subscribers, the holders of the Placement Agent
Warrants and Pacific Drilling Operations Limited, which requires
the Company to file a Registration Statement with the SEC by the
later of (i)45 days after the final closing of the Offering or
(ii)ten days after the date on which the registration statement
relating to the Companys private placement offering of units of
SeriesA Preferred Stock and common stock warrants (as referenced
in the Companys Current Report on Form8-K filed with the SEC on
March23, 2017) is declared effective by the SEC (the filing
deadline), registering for resale (i)all shares of Common Stock
sold in the Offering; (ii)all shares of Common Stock issuable
upon exercise of the Investor Warrants and the Placement Agent
Warrants, and (iii)the 567,859 unregistered shares of Common
Stock we issued to Pacific Drilling Operations Limited (as
described below), and to use its commercially reasonable efforts
to cause the Registration Statement to be declared
effective no later than 90 days after the filing deadline. We
also granted to the holders of the registrable shares certain
piggyback registration rights until two years after the
effectiveness of the Registration Statement.
If the Registration Statement is not filed with, or declared
effective by, the SEC within the specified deadlines set forth
above, or the Registration Statement ceases to be effective or
otherwise cannot be used for a period specified in the
Registration Rights Agreement, or trading of the Common Stock
on the Companys principal market is suspended or halted for
more than three consecutive trading days (each, a Registration
Event), monetary penalties payable by the Company to the
holders of registrable shares that are affected by such
Registration Event will commence to accrue at a rate equal to
12% per annum of the purchase price paid for each Unit
purchased, for the period that such Registration event
continues, but not exceeding in the aggregate 5% of such
purchase price.
The foregoing summaries of the terms of the Investor Warrant,
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 filed 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 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.
On June2, 2017, we issued 567,859 unregistered shares of Common
Stock to Pacific Drilling Operations Limited (Pacific) in
connection with entering into Amendment No.1 to the Offshore
Drilling Contract with Pacific Scirocco Limited, a subsidiary
of Pacific.
The Units, the shares of Common Stock issued to Subscribers in
the Offering and to Pacific and, the Investor Warrants, 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 and Pacific were persons
who represented themselves to be accredited investors as
defined in Rule501 of 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 |
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4.1 |
Formof Investor Warrant and Placement Agent Warrant |
|
|
10.1 |
Formof Subscription Agreement between the Registrant and |
|
|
10.2 |
Formof 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.
