HDYNQ Hyperdynamics Corporation New (CE)

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail why Forms 10 - K, 20 - F, 11 - K, 10 - Q, 10 - D, N - SAR, N - CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company held four closings of a private placement offering (the “Series A Offering”) of an aggregate of 1,951 Units of our securities, at a purchase price of $1,000 per Unit. Each “Unit” consisted of (i) one share of the Company’s Series A Convertible Preferred Stock, with a Stated Value of $1,040 per share, and (ii) a warrant (the “Investor Warrant”) to purchase 223 shares of the Company’s common stock, exercisable from issuance until March 17, 2019, at an exercise price of $3.50 per share (subject to adjustment in certain circumstances). At the closings, the Company issued to the subscribers an aggregate of: (i) 1,951 shares of Series A Preferred Stock and (ii) Investor Warrants to purchase an aggregate of 435,073 shares of common stock with an exercise price of $3.50 per share.

In accordance with ASC 470— Debt (ASC 470), the Company determined that the conversion feature in the Preferred Stock represented a beneficial conversion feature and engaged outside consultants to determine the fair value of the common stock and is in the process of determining whether, under ASC 470,  a certain percentage (the intrinsic value of the beneficial conversion feature) of the proceeds received from the issuance of the Preferred Stock is to be allocated to additional paid-in capital and creates a discount on the Preferred Stock (the Discount). If so, the discount resulting from the allocation of value to the beneficial conversion feature will be required to be amortized on a non-cash basis over a period between the issuance date and the required redemption date, or fully amortized upon an accelerated date of redemption or conversion, and recorded as a preferred dividend.

The Company is in the process of conducting its review as of May 15, 2017, but it expects to complete it and file its quarterly report on or before the expiration of the 5 day statutory grace period.