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.

As previously reported, between March17 and April26, 2017, Hyperdynamics Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”) held four closings of a private placement offering (the “SeriesA Offering”) of an aggregate of 1,951 Units of our securities, at a purchase price of $1,000 per Unit. 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”). Each “Unit” consisted of (i)one share of our 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 common stock purchase warrant to purchase 223 shares of our common stock, exercisable from issuance until March17, 2019 at an exercise price of $3.50 per share (subject to adjustment in certain circumstances) (the “Investor Warrants”). At the closings, we issued to the Subscribers an aggregate of: (i)1,951 shares of SeriesA Preferred Stock and (ii)Investor Warrants to purchase an aggregate of 435,073 shares of common stock.

Under the subscription agreements for the SeriesA Offering, Subscribers were given an option (the “Subscriber Option”) to purchase, at the same purchase price of $1,000 per Unit, their pro rata share of up to an aggregate of $3,000,000 in additional Units.

On August2, 2017, we consummated a closing (the “Option Closing”) of the Subscriber Option. At this Option Closing we issued to the Subscribers that exercised their Subscriber Option an aggregate of (i)756 shares of SeriesA Preferred Stock and (ii)Investor Warrants to purchase an aggregate of 168,588 shares of Common Stock.

The Company received an aggregate of $756,000 in gross cash proceeds, before deducting placement agent fees and expenses, and other fees and expenses, in connection with the sale of the Additional Units. The Company expects to use the net proceeds of $687,890 from the sale of the Additional 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 March3, 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 SeriesA Offering, including the Subscriber Option, we paid to the Placement Agent $68,040 of cash fees and issued to the Placement Agent or its designees Placement Agent Warrants to purchase an aggregate of 20,014 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 conversion of the SeriesA Preferred Stock and upon exercise of the Investor Warrants and the Placement Agent Warrants issued to the Subscriber Option.

Reference is made to Item 1.01 of each of the Company’s Current Reports on Form8-K filed with the SEC on March23, 2017, April3, 2017, and April24, 2017, for descriptions of certain other terms of the Subscription Agreement, the Amendment 1 to the Subscription Agreement (the “Amendment”), the SeriesA Preferred Stock, the Investor Warrants and the Placement Agent Warrants, the Certificate of Designations for the SeriesA Preferred Stock, 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 incorporated by reference 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 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 Additional 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.

The securities issued in the Option Closing 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

3.1

Certificate of Designations, Preferences and Rights of SeriesA Convertible Preferred Stock (Filed as Exhibit3.1 to the Current Report on Form8-K filed with the SEC on March23, 2017, and incorporated herein by reference.)

4.1

Formof Investor Warrant (Filed as Exhibit4.1 to the Current Report on Form8-K filed with the SEC on March23, 2017, and incorporated herein by reference.)

4.2

Formof Placement Agent Warrant (Filed as Exhibit10.3 to the Current Report on Form8-K filed with the SEC on March23, 2017, and incorporated herein by reference.)

10.1

Formof Subscription Agreement between the Registrant and the Subscribers party thereto (Filed as Exhibit10.1 to the Current Report on Form8-K filed with the SEC on March23, 2017, and incorporated herein by reference.)

10.2

Formof Amendment No.1 between the Registrant and the Subscribers party thereto (Filed as Exhibit10.2 to the Current Report on Form8-K, filed with the SEC on April3, 2017, and incorporated herein by reference).

10.3

Formof Registration Rights Agreement (Filed as Exhibit10.2 to the Current Report on Form8-K filed with the SEC on March23, 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.