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
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