Attached files
| file | filename |
|---|---|
| EX-4.1 - HYPERDYNAMICS CORP | v181586_ex4-1.htm |
| EX-5.1 - HYPERDYNAMICS CORP | v181586_ex5-1.htm |
| EX-1.1 - HYPERDYNAMICS CORP | v181586_ex1-1.htm |
| EX-99.1 - HYPERDYNAMICS CORP | v181586_ex99-1.htm |
| EX-10.1 - HYPERDYNAMICS CORP | v181586_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported): April 20, 2010 (April 20,
2010)
HYPERDYNAMICS
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
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001-32490
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87-0400335
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(Commission File Number)
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(IRS Employer Identification
No.)
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12012
Wickchester Lane, Suite 475
Houston,
Texas 77079
(Address
of principal executive offices, including
zip code)
voice: (713)
353-9400
fax: (713)
353-9421
(Registrant’s
telephone number, including
area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
April 20, 2010,
Hyperdynamics Corporation (the “Company”) entered into a placement agency
agreement with Rodman & Renshaw, LLC (the “Placement Agent”), pursuant to
which the Placement Agent agreed to use its reasonable best efforts to arrange
for the sale of 8,076,925 shares of the Company’s common stock and warrants
to purchase up to 2,826,923 shares of the Company’s common stock in a
registered direct public offering. The Company has agreed to pay the
Placement Agent an aggregate fee (the “Placement Agent Fee”) equal to 6% of the
gross proceeds received in the offering. The Company has also agreed
to issue the Placement Agent warrants (the “Placement Agent Warrants”) to
purchase up to an aggregate of 161,539 shares of our common stock at an
exercise price of $1.58 per share. The Company has also agreed to reimburse
the Placement Agent for expenses incurred by it in connection with the offering
in an amount equal to 1.0% of the gross proceeds received by the Company in the
offering. The
Company has agreed to pay the Placement Agent additional Placement Agent Fees
and Placement Agent Warrants with respect to any subsequent capital-raising
transaction the Company consummates with any investor that participated in this
offering during the six month period following the expiration or termination of
the placement agency agreement.
Also
on April 20, 2010, the
Company entered into a securities purchase agreement pursuant to which the
Company agreed to sell an aggregate of 8,076,925 shares of its common stock
and warrants to purchase a total of 2,826,923 shares of its common stock to
institutional investors for gross proceeds of approximately $10.5 million.
The purchase price of a share of common stock and warrant is $1.30.
Subject to certain ownership limitations, the warrants are exercisable
181 days following the closing date of the offering. Warrants to
purchase 807,692 shares of common stock will expire one year following the
initial exercise date. Warrants to purchase 2,019,231 shares of common
stock will expire five years following the initial exercise
date. The warrants will have an exercise price of $1.58. The
exercise price of the warrants is subject to adjustment in the case of stock
splits, stock dividends, combinations of shares and similar recapitalization
transactions.
The
net proceeds to the Company from the registered direct public offering, after
deducting placement agent fees and the Company’s estimated offering expenses,
and excluding the proceeds, if any, from the exercise of the warrants issued in
the offering, are expected to be approximately $9.8 million. The offering is
expected to close on or about April 23, 2010. After giving
effect to the offering, the Company will have 104,102,546 shares of common
stock outstanding.
The
common stock, warrants to purchase common stock and shares of common stock
issuable upon exercise of the warrants will be issued pursuant to a prospectus
supplement filed with the Securities and Exchange Commission on April 20, 2010, the shelf
registration statement on Form S-3 (File No. 333-148287), which was
declared effective by the Securities and Exchange Commission (the “SEC”) on
February 12, 2008, and the registration statement on Form S-3 (File
No. 333-166170) filed with the SEC on April 19, 2010 pursuant to Rule
462(b) under the Securities Act of 1933, as amended.
The
description of terms and conditions of the placement agent agreement, the form
of warrant and securities purchase agreement set forth herein do not purport to
be complete and are qualified in their entirety by the full text of the form of
the placement agent agreement and securities purchase agreement, which are
attached hereto as Exhibit 1.1, 4.1 and 10.1, respectively, and incorporated
herein by reference.
The legal
opinion of Patton Boggs LLP relating to the legality of the issuance and sale of
the shares of common stock, warrants and shares of common stock issuable upon
exercise of the warrants in the offering is attached as Exhibit 5.1 to this
Current Report on Form 8-K.
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Item
7.01
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Regulation
FD Disclosure.
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On
April 20, 2010, we
issued a press release entitled, “Hyperdynamics to Raise $10.5 Million in
Registered Direct Offering”. The press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information disclosed
in Item 7.01 of, and Exhibit 99.1 attached
hereto, this Current Report on Form 8-K shall not be deemed “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing. This Current Report
on Form 8-K does not constitute a determination of whether any information
included herein is material.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit Number
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Description
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Exhibit
1.1
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Placement
Agency Agreement, dated April 20, 2010, by and
between Hyperdynamics Corporation and Rodman & Renshaw,
LLC.
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Exhibit
4.1
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Form of
Common Stock Purchase Warrant to be issued by Hyperdynamics Corporation to
the investors in the offering.
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Exhibit
5.1
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Opinion of
Patton Boggs LLP.
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Exhibit
10.1
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Form
of Securities Purchase Agreement, dated April 20, 2010, by and
between Hyperdynamics Corporation and the investors in the
offering.
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Exhibit
23.1
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Consent
of Patton Boggs LLP (included
in Exhibit 5.1).
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Exhibit
99.1
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Press
Release dated April 20, 2010 entitled
“Hyperdynamics to Raise $10.5 Million in Registered Direct
Offering”.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HYPERDYNAMICS
CORPORATION
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||||
| Date: |
April 20, 2010
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By:
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/s/ JASON D.
DAVIS
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Name:
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Jason
D. Davis
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Title:
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Chief
Financial Officer and
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|||
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Principal
Accounting
Officer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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Exhibit
1.1
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Placement
Agency Agreement, dated April 20, 2010, by and between Hyperdynamics
Corporation and Rodman & Renshaw, LLC.
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Exhibit
4.1
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Form of Common Stock Purchase
Warrant to be issued by Hyperdynamics Corporation to the investors in the
offering.
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Exhibit
5.1
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Opinion of Patton Boggs
LLP.
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Exhibit
10.1
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Form
of Securities Purchase Agreement, dated April 20, 2010, by and
between Hyperdynamics Corporation and the investors in the
offering.
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Exhibit
23.1
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Consent
of Patton Boggs LLP (included in Exhibit
5.1).
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Exhibit
99.1
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Press
Release dated April 20, 2010 entitled “Hyperdynamics to Raise $10.5
Million in Registered Direct
Offering”.
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