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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x      Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:

For the quarterly period ended September 30, 2016

or

o         Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:

For the transition period from         to

Commission file number: 001-32490

HYPERDYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)

12012 Wickchester Lane, Suite 475

Houston, Texas 77079

(Address of principal executive offices, including zip code)

713-353-9400

(Registrant’s principal executive office telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   YES o   NO x

As of November 15, 2016, 21,201,536 shares of common stock, $0.001 par value, were outstanding.

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HYPERDYNAMICS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Number of Shares and Per Share Amounts)

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HYPERDYNAMICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Number of Shares and Per Share Amounts)

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HYPERDYNAMICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In Thousands, Except Number of Shares)

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HYPERDYNAMICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HYPERDYNAMICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

General Overview

Hyperdynamics Corporation (“Hyperdynamics,” the “Company,” “we,” “us,” and “our”) is a Delaware corporation formed in March 1996. Hyperdynamics has two wholly-owned subsidiaries, SCS Corporation Ltd (“SCS”), a Cayman corporation, and HYD Resources Corporation (“HYD”), a Texas corporation. Through SCS and its wholly-owned subsidiary, SCS Guinea SARL (“SCSG”), which is a Guinea limited liability company formed under the laws of the Republic of Guinea (“Guinea”) located in Conakry, Guinea, Hyperdynamics focuses on oil and gas exploration offshore the coast of West Africa. Our exploration efforts are pursuant to a Hydrocarbon Production Sharing Contract, as amended (the “PSC”).  We refer to the rights granted under the PSC as the “Concession.” We originally began operations in oil and gas exploration, seismic data acquisition, processing, and interpretation in late fiscal 2002.

As used herein, references to “Hyperdynamics,” “Company,” “we,” “us,” and “our” refer to Hyperdynamics Corporation and our subsidiaries, including SCS. The rights in the Concession offshore Guinea are held by SCS.

Status of our Business

We have no source of operating revenue and there is no assurance when we will, if ever. On September 30, 2016, we had $6.7 million in cash, and $1.3 million in liabilities, all of which are current liabilities. We plan to use our existing cash to fund our general corporate needs and our expenditures associated with the Concession.  We have no other material commitments other than our commitments under the PSC.

In 2010 we sold a 23% gross interest in the Concession to Dana Petroleum, PLC (“Dana”), a subsidiary of the Korean National Oil Corporation.  Later, at the end of 2012, we sold a 40% gross interest to Tullow Guinea Ltd. (“Tullow”).  The Share Purchase Agreement (“Tullow SPA”) was dated December 31, 2012.  A few months later Tullow became the Operator of the Concession on April 1, 2013.  We refer to Tullow, Dana and us in the Concession as the “Consortium”.

Pursuant to the Tullow SPA between Tullow and us, Tullow paid us $26 million in cash and Tullow agreed to pay our entire participating interest share of expenditures associated with joint operations in the Concession up to a gross expenditure cap of $100 million incurred during the period of our carried interest while drilling the initial exploratory well that began on September 21, 2013. Tullow also agreed to pay our participating interest share of future costs for the drilling of an appraisal well following the initial exploration well, if drilled, up to an additional gross expenditure cap of $100 million.

The Consortium planned to drill the exploration well in the ultra-deepwater area (water depths of over 2,000 meters) of the Concession during the first half of calendar 2014, but Tullow declared Force Majeure in March of 2014 based on the mere existence of the Department of Justice (“DOJ”) and Securities and Exchange Commission (“SEC”) investigations pursuant to the Foreign Corrupt Practices Act of the United States (“FCPA Investigations”).  Tullow withdrew its Force Majeure declaration in May of 2014, but did not resume petroleum operations citing the existence of the FCPA investigations and the Ebola outbreak in Guinea as the reason.

The DOJ investigation ended last May 2015, the SEC investigation ended last September 2015, and the World Health Organization declared Guinea Ebola free on December 29, 2015. Notwithstanding the resolution of the FCPA investigations, Dana insisted on further specific title assurances from the Government of Guinea and at a Petroleum Operations Management Committee meeting with the Government of Guinea in Conakry on December 16 and 17, 2015,  Tullow and SCS obtained a PSC Amendment that we believed provided such further assurances.  Instead of signing the PSC Amendment both Tullow and Dana refused to execute the agreement. Unable to see a path forward, we filed legal actions against Tullow and Dana under our Joint Operating Agreement.

On August 15, 2016, we entered into a Settlement and Release Agreement with Tullow and Dana (“Settlement Agreement”) that returned to Hyperdynamics 100% of the interest under the PSC, long-lead item property useful in the drilling of an exploratory well, and $0.7 million in cash, in return for a mutual release of all claims.  We also agreed to pay Dana a success fee based upon the certified reserves of the Fatala well if it results in a discovery.

On August 19, 2016, we signed a non-binding Memorandum of Understanding with the Government of Guinea and executed a Second Amendment to the PSC (“2016 Amendment”) on September 15, 2016.  We also received a Presidential Decree that gave

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Hyperdynamics a one year extension to the second exploration period of the PSC to September 22, 2017 (“PSC Extension Period”)  and we also became the designated Operator with the receipt of the Presidential Decree.

In addition to clarifying certain elements of the initial PSC, we agreed in the 2016 Amendment to drill one exploratory well to a minimum depth of 2,500 meters below the seabed within the PSC Extension Period with a projected commencement date of April 2017 (the “Extension Well”) with the option of drilling additional wells. If the Extension Well is not drilled within the PSC Extension Period, we will owe the Government of Guinea the difference between the actual expenditures in Guinea that are related to the well and $46.0 million. Fulfillment of the work obligations exempts us from the expenditure obligations during the PSC Extension Period. Failure to comply with the drilling and other obligations of the PSC as amended subjects us to financial penalties and a risk of loss of the Concession.

The continued delays have adversely affected our ability to date to explore the Concession and reduce the attractiveness of the Concession to prospective industry participants and financing parties. While we currently hold 100% of the Concession, it is unknown whether we will be able to raise the necessary funds to drill the exploratory well during the PSC Extension Period. Absent cash inflows, there is substantial doubt as to whether we will have adequate capital resources to meet our current obligations as they become due and therefore be able to continue as a going concern. Our ability to meet our current obligations as they become due over the next twelve-months, and to be able to continue exploration, will depend on obtaining additional resources through sales of additional interests in the Concession, equity or debt financial offerings, or through other means.  No assurance can be given that any of these actions can be completed.

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Hyperdynamics and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report filed with the SEC on Form 10-K for the year ended June 30, 2016.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended June 30, 2016, as reported in the Form 10-K, have been omitted.

Use of estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses at the balance sheet date and for the period then ended.  We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties that may cause actual results to differ materially from such estimates. Significant estimates and assumptions underlying these financial statements include:

·                  estimates in the calculation of share-based compensation expense,

·                  estimates made in our income tax calculations,

·                  estimates in the assessment of current litigation claims against the Company

·                  estimates and assumptions involved in our assessment of unproved oil and gas properties for impairment, and

·                  estimates and assumptions involved in our preliminary fair market value assessment of the well construction material received in the August 15, 2016 Settlement Agreement with Tullow and Dana.

We are subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. We accrue for losses when such losses are considered probable and the amounts can be reasonably estimated.

Cash and cash equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less.  For the periods presented, we maintained all of our cash in bank deposit accounts which, at times, exceed the federally insured limits.

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Earnings per share

Basic profit (loss) per common share has been computed by dividing net profit (loss) by the weighted average number of shares of common stock outstanding during each period. In period of earnings, diluted earnings per common share are calculated by dividing net profit by weighted-average common shares outstanding during the period plus weighted-average dilutive potential common shares.  Diluted potential common shares assume, as of the beginning of the period, exercise of stock options and warrants using the treasury stock method.

All potential dilutive securities, including potentially dilutive options, warrants and convertible securities, if any, were excluded from the computation of dilutive net loss per common share for the three month period ended September 30, 2015 as their effects are antidilutive due to our net loss for that period.

Stock options to purchase approximately 1.1 million common shares at an average exercise price of $4.09 were outstanding at September 30, 2016.  Using the treasury stock method,  approximately 66 thousand common shares attributable to our outstanding stock options have been included in the fully diluted earnings per share for the three month period ended September 30, 2016.

Stock options to purchase approximately 1.1 million common shares at an average exercise price of $7.23 and warrants to purchase approximately 0.03 million shares of common stock at an average exercise price of $12.64 were outstanding at September 30, 2015. Using the treasury stock method, had we had net income, no common shares attributable to our outstanding stock options would have been included in the fully diluted earnings per share for the three month period ended September 30, 2015.  There would have been no dilution attributable to our outstanding warrants to purchase common shares.

The following is a reconciliation of the numerators and denominators used in the calculation of Basic and Diluted Earnings per share for the periods indicated below (in thousands, except number of shares and per share amounts):

Contingencies

We are subject to legal proceedings, claims and liabilities. We accrue for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Legal fees are charged to expense as they are incurred.  See Note 6 for more information on legal proceedings.

Fair Value Measurements

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurements and enhance disclosure requirements for fair value measures. As discussed in Note 2, we determined a preliminary fair value of the material (Level 3 fair value measurement) that we received at the time of our legal settlement with Tullow and Dana. The fair value estimate was based on the combination of cost and market approaches taking into consideration a number of factors, which included but were not limited to the original cost of the material condition and demand for steel and tubulars at the time of measurement.

2. INVESTMENT IN OIL AND GAS PROPERTIES

Investment in oil and gas properties consists entirely of our Concession in offshore Guinea, West Africa. We previously owned a 37% participating interest in our Guinea Concession on June 30, 2016. On August 19, 2016, we signed a non-binding Memorandum of Understanding with the Government of Guinea and executed a Second Amendment to the PSC (“2016 Amendment”) on September 15, 2016 and received a Presidential Decree on September 21, 2016 giving us a one year extension to the second exploration period of the PSC to September 22, 2017 (“PSC Extension Period”) and reaffirming that we now own 100% of the Concession.

One part of our settlement with Tullow and Dana included the relinquishment of their respective 40% and 23% participating interests in the Concession. Hyperdynamics now owns 100% of the participating interests in the Concession.

In addition to clarifying certain elements of the PSC, we agreed in the 2016 Amendment to drill one (1) exploratory well to a minimum depth of 2,500 meters below the seabed within the PSC Extension Period with a projected commencement date of April 2017 (the “Extension Well”) with the option of drilling additional wells. If the Extension Well is not drilled within the PSC Extension Period, we will owe the Government of Guinea the difference between the actual expenditures in Guinea related to the well and $46

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million. Fulfillment of the work obligations exempts us from the expenditure obligations during the PSC Extension Period.  In the event a discovery is made, the terms of the PSC make us eligible for a two-year appraisal period during which we are obliged either to declare that the reserves are commerciality viable or that we decide that the PSC shall terminate.

In turn, we will retain only an area equivalent to approximately 5,000 square kilometers in the Guinea offshore and will provide the Government of Guinea: (1) A parent company guarantee for the well obligation, (2) monthly progress reports and a reconciliation of budget to actual expenditures, (failure to provide the reports and assurances on a timely basis could result in a notice of termination with a 30 day period to cure), and (3) guarantees to the Guinea Government that (a) no later than January 21, 2017 we will provide a mutually acceptable security for $5,000,000 on terms customary in international petroleum operations, provided that this security is to be released at the time the drilling rig for the Extension Well is on location offshore Guinea, and (b) no later than April 12, 2017, we will deliver a mutually acceptable security for the difference between $46 million and the amount spent to date on the Extension Well.

For the purposes of calculation for this clause, however, only costs spent for services and goods provided in Guinea shall be taken into account until the drilling rig to be used in the drilling of the Extension Well is located in the territorial waters of the Republic of Guinea. If we do not provide either security by the specified dates, the Government of Guinea may terminate the PSC immediately and without prior notice to remedy such deficiency.

Additionally, we agreed to limit the cost recovery pool to date to our share of expenditures in the PSC since 2009 (estimated to be approximately $150,000,000) and move into the territory of Guinea the long lead items we received in the Settlement Agreement that are currently in Takoradi, Ghana for the drilling of the Extension Well by January 31, 2017.  Finally, we agreed to allocate and administer a training budget during the PSC Extension Period for the benefit of the Guinea National Petroleum Office of $250,000 in addition to any unused portion of the training program under Article 10.3 of the PSC, estimated to be approximately $500,000.

Failure to comply with the drilling and other obligations of the PSC as amended subjects us to financial penalties and a risk of loss of the Concession. The continued delays have affected adversely the ability to explore the Concession and reduce the attractiveness of the Concession to prospective industry participants and financing sources. While we currently hold 100% of the Concession, it is unknown whether we will be able to raise the necessary funds to drill the exploratory well during the PSC Extension Period.

We follow the “Full-Cost” method of accounting for oil and natural gas property and equipment costs. Under this method, internal costs incurred that were directly identified with exploration, development, and acquisition activities undertaken by us for our own account, and which were not related to production, general corporate overhead, or similar activities, are capitalized. Capitalization of internal costs was discontinued April 1, 2013 when Tullow became the operator.  Hyperdynamics became the operator after the signing of the Second Amendment of the PSC on September 15, 2016 and thus capitalization of certain internal costs has resumed.  For the three month period ended September 30, 2016, we capitalized $170,000 of such costs.

Geological and geophysical costs incurred that are directly associated with specific unproved properties are capitalized in “Unproved properties excluded from amortization” and evaluated as part of the total capitalized costs associated with a prospect. The cost of unproved properties not being amortized is assessed to determine whether such properties have been impaired. In determining whether such costs should be impaired, we evaluate current drilling plans and drilling results and available geological and geophysical information.  No reserves have been attributed to the Concession.

The following table provides detail of total capitalized costs for the Concession which remain unproved and unevaluated and are excluded from amortization as of September 30, 2016 and June 30, 2016 (in thousands):

During the three month period ended September 30, 2016, our oil and gas property balance increased by $4,733 thousand as a result of newly incurred geological and geophysical costs and capitalized general and administrative costs, as well as the fair value of the material received in our settlement with Tullow and Dana.  The fair value of the material, for the most part well construction material, at the time of the settlement is approximately $4.4 million.  Our preliminary estimate of the fair value of the material could change once the valuation report is delivered to us in its final form.

As of June 30, 2016 at the close of our last fiscal year we fully impaired the $14.3 million of previously capitalized unproved oil and gas property costs. That impairment assessment was based on the continued impasse at the time by our members of the Consortium to resume petroleum operations and drill the next exploration obligation well, which needed to be commenced by the end of September 2016, and our inability at the time to get interim injunctive relief from the American Arbitration Association requiring Tullow and

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Dana to join with SCS in the negotiation of an acceptable amendment to the PSC and to agree to a process that would result in the execution of the amendment which we hoped would have led to the resumption of petroleum operations by the Consortium.  Thus, we believed all legal measures to require Tullow and Dana to drill the planned exploration well had been exhausted.

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of September 30, 2016 and June 30, 2016 include the following (in thousands):

4. SHARE-BASED COMPENSATION

On February 18, 2010, at our annual meeting of stockholders, the board of directors and stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). Prior to the 2010 stockholder meeting, we had two stock award plans: the Stock and Stock Option Plan, which was adopted in 1997 (“1997 Plan”) and the 2008 Restricted Stock Award Plan (“2008 Plan”). In conjunction with the approval of the 2010 Plan at the annual meeting, the 1997 Plan and the 2008 Plan were terminated as of February 18, 2010. Subsequently, on February 17, 2012, the 2010 Plan was amended to increase the maximum shares issuable under the 2010 Plan and again on January 27, 2016, at our annual meeting of stockholders, the stockholders approved amending the 2010 Plan to increase the number of shares available for issuance by 750,000 shares.

The 2010 Plan provides for the awards of shares of common stock, restricted stock units or incentive stock options and/or nonqualified stock options to purchase our common stock to selected employees, directors, officers, agents, consultants, attorneys, vendors and advisors of ours’ or of any parent or subsidiary thereof. Shares of common stock, options, or restricted stock can only be awarded under the 2010 Plan within 10 years from the effective date of February 18, 2010. A maximum of 2,000,000 shares are issuable under the 2010 Plan, and at September 30, 2016, 816,960 shares remained available for issuance.

The 2010 Plan provides a means to attract and retain the services of participants and also to provide added incentive to such persons by encouraging stock ownership in the Company. Plan awards are administered by the Compensation, Nominating, and Corporate Governance Committee, who has substantial discretion to determine which persons, amounts, time, price, exercise terms, and restrictions, if any.

From time to time we also issue non-compensatory warrants, such as warrants issued to investors.

Stock Options

The fair value of stock option awards is estimated using the Black-Scholes valuation model. For market based stock option awards, those options where vesting terms are dependent on achieving a specified stock price, the fair value was estimated using a Black-Scholes option pricing model with inputs adjusted for the probability of the vesting criteria being met and the median expected term for each award as determined by utilizing a Monte Carlo simulation. Expected volatility is based solely on historical volatility of our common stock over the period commensurate with the expected term of the stock options. We rely solely on historical volatility as we do not have traded options. The expected term calculation for stock options is based on the simplified method as described in the Securities and Exchange Commission Staff Accounting Bulletin number 107.

We use this method because we do not have sufficient historical information on exercise patterns to develop a model for expected term. The risk-free interest rate is based on the U. S. Treasury yield in effect at the time of award for an instrument with a maturity that is commensurate with the expected term of the stock options. The dividend yield rate of zero is based on the fact that we have never paid cash dividends on our common stock and we do not expect to pay cash dividends on our common stock during the expected term of the options.

The following table provides information about options during the three months ended September 30, 2016 and 2015:

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The following table details the significant assumptions used to compute the fair values of employee and director stock options awarded during the three month periods ended September 30, 2016 and 2015:

Summary information regarding employee and director stock options issued and outstanding under all plans as of September 30, 2016 is as follows:

At September 30, 2016, there was $159 thousand of unrecognized compensation costs related to non-vested share based compensation arrangements awarded to employees and directors under the plans. During the three months of our fiscal 2017, a total of 20,000 options, with a weighted average award date fair value of $0.41 per share, vested in accordance with the underlying agreements. Unvested options at September 30, 2016 totaled 237,601 with a weighted average award date fair value of $4.95 per share, an amortization period of one to two years and a weighted average remaining life of 1.91 years.

5. INCOME TAXES

Federal income taxes are not due because we have incurred cumulative net operating losses since inception.  Our effective tax rate for the three month periods ended September 30, 2016 and 2015 is zero percent. This rate is lower than the U.S. statutory rate of 35 percent primarily due to the valuation allowance applied against our net deferred tax assets.

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6. COMMITMENTS AND CONTINGENCIES

LITIGATION AND OTHER LEGAL MATTERS

From time to time, we and our subsidiaries are involved in disputes. We review the status of on-going proceedings and other contingent matters with legal counsel.  Liabilities for such items are recorded if and when it is probable that a liability has been incurred and when the amount of the liability can be reasonably estimated. If we are able to reasonably estimate a range of possible losses, an estimated range of possible loss is disclosed for such matters in excess of the accrued liability, if any. Liabilities are periodically reviewed for adjustments based on additional information.

Tullow and Dana Legal Actions

On January 11, 2016, we filed legal actions against members of the Consortium under the Joint Operating Agreement governing the oil and gas exploration rights offshore Guinea (“JOA”) in the United States District Court for the Southern District of Texas and before the American Arbitration Association (“AAA”) against Tullow for their failure to meet their obligations under the JOA. On January 28, 2016, the action in the Federal District Court was voluntarily dismissed by us and refiled in District Court in Harris County, Texas. On February 8, 2016 Tullow and Dana removed the case to Federal District Court.

On February 2, 2016, SCS filed an Application for Emergency Arbitrator and Interim Measures of Protection and requested the following relief: (a) expedite discovery prior to the constitution of the arbitral tribunal; (b) provide that the time period permitted by the parties’ arbitration agreement for the selection of the arbitrators and the filing of any responsive pleadings or counterclaims be accelerated; (c) require Tullow, as the designated operator under the JOA, to maintain existing “well-planning activities”; (d) require Tullow to undertake and complete certain planning activities; and (e) require Tullow and Dana to join with SCS in completing the negotiation of an acceptable amendment to the PSC and to agree to a process that will result in the execution of the amendment.

With the exception of limited relief regarding discovery and agreement by Tullow to maintain certain well plan readiness, the Emergency Arbitrator ruled on February 17, 2016, that SCS is not entitled to the emergency injunctive relief it requested.  Further, the Emergency Arbitrator enjoined all parties to the dispute from pursuing parallel District Court proceedings. On February 12, 2016, the case was voluntarily stayed by us.

The AAA action sought (1) a determination that Tullow and Dana was in breach of their contractual obligations and (2) the damages caused by the repeated delays in well drilling caused by the activities of Tullow and Dana.  We determined to bring the legal actions only after it became apparent that Tullow and Dana would not move forward, despite many opportunities to do so, with petroleum operations.  SCS believed that it had exhausted all of its options for the pursuit of legal measures to require Tullow and Dana to drill the planned exploration well.

On August 15, 2016, we subsequently entered into a Settlement and Release Agreement with Tullow and Dana (“Settlement and Release”) with respect to our dispute in arbitration. Under the Settlement and Release, we released all claims against Tullow and Dana and Tullow and Dana (i) issued to the Government of Guinea a notice of withdrawal from the Concession and PSC effective immediately, (ii) transferred their interest in the long lead items of well construction material previously purchased by the Consortium in preparation for the initial drilling of the Fatala well, and agreed to pay net cash of $686,570 to us. The net cash received was recorded as a part of the gain on the legal settlement. We also agreed to pay Dana a success fee based upon the certified reserves of the Fatala well if it results in a discovery of commercially producible oil and gas reserves.

The $5.1 million gain on settlement also includes the preliminary estimated fair value of $4.4 million for the well construction material we received from Tullow as a part of our Settlement and Release Agreement.

Shareholder Lawsuits

Beginning on March 13, 2014, two lawsuits styled as class actions were filed in the U.S. District Court for the Southern District of Texas against us and several then-current officers of the Company alleging that the Company made false and misleading statements that artificially inflated our stock prices.  The lawsuits allege, among other things, that we misrepresented our compliance with the Foreign Corrupt Practices Act and anti-money laundering statutes and that we lacked adequate internal controls.  The lawsuits seek damages based on Sections 10(b) and 20 of the Securities Exchange Act of 1934, although the specific amount of damages is not specified. On May 12, 2014, a shareholder filed a motion for appointment as lead plaintiff, which remains pending.  Both of the March 2014 lawsuits were dismissed voluntarily.  One was dismissed during the quarter ended September 30, 2016 and the second on October 6, 2016.

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Iroquois Lawsuit

On May 9, 2012, a lawsuit was filed in the Supreme Court of the State of New York against us and all of our directors. The plaintiffs, five hedge funds that invested in us in early 2012, allege that we breached an agreement with the plaintiffs, and that we and the directors made certain negligent misrepresentations relating to our drilling operations. Among other claims, the plaintiffs allege that we misrepresented the status of our drilling operations and the speed with which the drilling would be completed. The plaintiffs advance claims for breach of contract and negligent misrepresentation and seek damages in the amount of $18.5 million plus pre-judgment interest.

On July 12, 2012, we and the directors moved to dismiss the suit for failure to state a claim as to all defendants and for lack of personal jurisdiction over the director defendants. On June 19, 2013, the court dismissed the negligent misrepresentation claim but declined to dismiss the breach of contract claim. The negligent misrepresentation claim was dismissed without prejudice, meaning plaintiffs could attempt to refile it. On August 12, 2013, the plaintiffs filed an amended complaint. That complaint names only the Company and seeks recovery for alleged breaches of contract. We filed an answer to the plaintiffs’ amended complaint on September 9, 2013, and the court has entered a scheduling order governing pre-trial proceedings in the matter.

The maximum possible loss is the full amount of $18.5 million plus interest accrued thereon until judgment. We, however, have assessed the status of this matter and have concluded that although an adverse judgment is reasonably possible, it is not probable. As a result, no provision has been made in the consolidated financial statements. In our opinion, the outcome of this dispute will not have a material effect on our financial condition and results of operations.

COMMITMENTS AND CONTINGENCIES

Operating Leases

We lease office space under long-term operating leases with varying terms. Most of the operating leases contain renewal and purchase options. We expect that in the normal course of business, the majority of operating leases will be renewed or replaced by other leases.

The following is a schedule by years of minimum future rental payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of September 30, 2016 (in thousands):

Rent expense included in loss from operations for the three month periods ended September 30, 2016 and 2015 was $0.1 million respectively, in each period.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Report contains “forward-looking statements” within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts.  Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “plan,” “project,” “anticipate,” “estimate,” “believe,” or “think.” Forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.  We assume no duty to update or revise our forward-looking statements based on changes in plans or expectations or otherwise.

As used herein, references to “Hyperdynamics,” “Company,” “we,” “us,” and “our” refer to Hyperdynamics Corporation and our subsidiaries.

Overview

Our corporate mission is to provide energy for the future by exploring for, developing new, and re-establishing pre-existing sources of energy.  Our primary focus is the advancement of exploration work in Guinea.  We have no source of operating revenue, and there is no assurance when we will, if ever.  Our operating cash flows are negative, and we will require substantial additional funds, through additional participants, securities offerings, or through other means, to fulfill our business plans.

Our operating plan within the next twelve months includes the following:

·                  Commence preparations for drilling of the exploration well in Guinea.

·                  Consider financing alternatives and other measures to raise funds to pursue our exploration objectives offshore Guinea.

Through June 30, 2016 we owned a 37% participating interest in our Guinea Concession.  After that on August 19, 2016, we signed a non-binding Memorandum of Understanding with the Government of Guinea and executed a Second Amendment to the PSC (“2016 Amendment”) on September 15, 2016 and then received a Presidential Decree on September 21, 2016 which gave us a one year extension to the second exploration period of the PSC to September 22, 2017 (“PSC Extension Period”) and we now own 100% of the Concession.

One part of our settlement with Tullow and Dana included the relinquishment of their respective 40% and 23% participating interests in the Concession. Hyperdynamics now owns 100% of the participating interests in the Concession.

In addition to clarifying certain elements of the PSC, we agreed in the 2016 Amendment to drill one exploratory well to a minimum depth of 2,500 meters below the seabed within the PSC Extension Period with a projected commencement date of April 2017 (the “Extension Well”) with the option of drilling additional wells. If the Extension Well is not drilled within the PSC Extension Period, we will owe the Government of Guinea the difference between the actual expenditures in Guinea related to the well and $46.0 million. Fulfillment of the work obligations exempts us from the expenditure obligations during the PSC Extension Period.

In turn, we will retain only an area equivalent to approximately 5,000 square kilometers in the Guinea offshore waters and will provide the Government of Guinea: (1) A parent company guarantee for the well obligation, (2) monthly progress reports and a reconciliation of budget to actual expenditures, (failure to provide the reports and assurances on a timely basis could result in a notice of termination with a 30 day period to cure), and (3) guarantees to Guinea that (a) no later than January 21, 2017 we will provide a mutually acceptable security for $5.0 million on terms customary in international petroleum operations, provided that this security is to be released at the time the drilling rig for the Extension Well is on location offshore Guinea, and (b) no later than April 12, 2017, we will deliver a mutually acceptable security for the difference between $46.0 million and the amount spent to date on the Extension Well.

For the purposes of calculation for this clause, however, only costs spent for services and goods provided in Guinea shall be taken into account until the drilling rig to be used in the drilling of the Extension Well is located in the territorial waters of the Republic of Guinea. If we do not provide either security by the specified dates, the Government of Guinea may terminate the PSC immediately and without prior notice to remedy such deficiency.

Additionally, we agreed to limit the cost recovery pool to date to our share of expenditures in the PSC since 2009 (estimated to be approximately $150,000,000 net to our interest) and move into the territory of Guinea the long lead items we received in the Settlement Agreement that are currently stored in Takoradi, Ghana for the drilling of the Extension Well in 2017.  Finally, we agreed to allocate and administer a training budget during the PSC Extension Period for the benefit of the Guinea National Petroleum Office

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of $250,000 in addition to any unused portion of the training program under Article 10.3 of the PSC.  The unused portion of the training program is estimated to be approximately $500,000.

Failure to comply with the drilling and other obligations of the PSC as amended subjects us to financial penalties and a risk of loss of the Concession. The continued delays have affected adversely the ability to explore the Concession and reduce the attractiveness of the Concession to prospective industry participants and financing parties. While we currently hold 100% of the Concession, it is unknown whether we will be able to raise the necessary funds to drill the exploratory well during the PSC Extension Period.

Absent cash inflows, there is substantial doubt as to whether we will have adequate capital resources to meet our current obligations as they become due and therefore be able to continue as a going concern. Our ability to meet our current obligations as they become due over the next twelve-months, and to be able to continue exploration, will depend on obtaining additional resources through sales of additional interests in the Concession, equity or debt financial offerings, or through other means.  No assurance can be given that any of these actions can be completed.

Results of Operations

Based on the factors discussed below the net profit attributable to common shareholders for the three months ended September 30, 2016 was $1.1 million, or $0.05 per share. Approximately $5.1 million of the earnings for the period was the gain on our legal settlement with Tullow and Dana.  Excluding the gain, we would have otherwise shown a loss of $4.0 million for the period which would represent a $2.1 million increase in losses from a comparable net loss of $1.9 million, or $0.09 per share for the three months ended September 30, 2015.  The increase in net loss (excluding the gain on the settlement) attributable to common shareholders for the current fiscal year three month period is primarily the result of $0.6 million of increased legal and professional fees primarily related to the settlement of our litigation matters with Tullow and Dana and on negotiating the Concession extension plus the increased costs of $1.5 million relating to the resumption of our operatorship of the Guinea Concession.

Reportable segments

We have one reportable segment: our international operations in Guinea conducted through our subsidiary SCS. SCS is engaged in oil and gas exploration activities pertaining to offshore Guinea.

Three months ended September 30, 2016 Compared to Three Months Ended September 30, 2015

Revenues.  There were no revenues for the three months ended September 30, 2016 and 2015.

Depreciation.   Depreciation on property and equipment decreased 11% or $3 thousand from the fiscal 2016 period to the fiscal 2017 period. Depreciation expense was $25 thousand and $28 thousand in the three months ended September 30, 2016 and 2015, respectively.  The decrease is primarily attributed to few asset additions and thus little new depreciation in the current year and a portion of assets used in the prior year being fully depreciated early in the current year thus eliminating continued depreciation in the current year.

General, Administrative and Other Operating Expenses. Our general, administrative and other operating expenses were $4.0 million and $1.9 million for the three months ended September 30, 2016 and 2015, respectively. This represents an increase of 111% or $2.1 million from the fiscal 2016 period to the fiscal 2017 period. While we had decreases in personnel related costs of approximately $0.1 million, the increase in expense was attributable to increases in legal fees of $0.6 million, which are primarily our legal and other professional fees related to our lawsuits against and our settlement with Tullow and Dana and in obtaining the one year Concession extension, and increased professional and contract services costs of $1.5 million that primarily relate to our transition of management structure to becoming operator of the Concession again.

Loss from Operations.  As a result of the factors discussed above, our loss from operations increased by $2.1 million from $1.9 million in the three months ended September 30, 2015 to $4.0 million for the three months ended September 30, 2016.

Gain on Legal Settlement. The settlement of our litigation matters on August 15, 2016 with Tullow and Dana was for $5.1 million. One part of the settlement was for $0.7 million in cash and the other part of the settlement was a $4.4 million non-cash transfer of well construction material that is presently stored in Ghana. The estimated fair value of the material is preliminary pending our receipt of the final report on the fair valuation of the material. The long-lead time material was originally acquired in about 2014 by Tullow at a time when it was the operator of the joint venture and staging materials for eventual drilling operations.

Tullow’s original purchase cost of the material when it was new was approximately $8.1 million.  Since 2014 the market values for steel and oil country tubular goods has generally declined.  The condition of the material, though stored in appropriate storage sites for well construction materials, has diminished to a modest degree due to weathering and limited inspection and maintenance programs. Both the decline in the steel and tubular market prices and expected decline in the condition of the materials are reflected in our preliminary estimation of the fair market value of the material and account for the difference between the original purchase cost and our present fair value estimate.

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Operating Activities

Net cash used in operating activities for the three months ended September 30, 2016 was $3.4 million compared to $2.6 million for the three months ended September 30, 2015. The increase in cash used in operating activities is primarily attributable to the $2.1 million operating loss ($0.3 million of which was a non-cash amortization expense of prepaid costs)increase partly offset by the $0.7 million cash portion of the gain on legal settlement and by changes in working capital during the periods, primarily a $0.5 million decrease of accounts payable and accrued expenses in the current period compared to a $1.1 million decrease in accounts payable and accrued expenses in the prior period.

Investing Activities

Net cash used in investing activities for the three months ended September 30, 2016 was $186 thousand compared to $20 thousand net cash used in the three months ended September 30, 2015. This increase is primarily the result of our becoming operator in the Guinea Concession again.

Financing Activities

There were $18 thousand of cash provided by financing activities during the three months ended September 30, 2016 as a result of proceeds from a stock option exercise. There was no cash provided by financing activities during the three months ended September 30, 2015.

Liquidity

On September 30, 2016, we had $6.7 million in cash and $1.3 million in liabilities, all of which are current liabilities.  We plan to use our existing cash to fund our general corporate needs and our expenditures associated with the Concession.

While the DOJ and SEC investigations are resolved, the investigations were costly and adversely affected our liquidity. We incurred approximately $7.5 million in legal and professional fees related to these investigations in the year ended June 30, 2014, approximately $5.2 million in the year ended June 30, 2015, and approximately $0.1 million in the year ended June 30, 2016 for a total of $12.8 million. In addition, the legal and professional fees related to legal actions taken against Tullow and Dana, as described in Note 6 of the financial statements, also were costly and reduced our liquidity.  We incurred approximately $1.6 million in legal and professional fees related to these legal actions in the year ended June 30, 2016 and approximately $0.3 million in the period ended September 30, 2016 for a total of $1.9 million.

On September 15, 2016, we executed a second amendment to our Production Sharing Contract that was approved on September 21, 2016 by a Presidential Decree from the Republic of Guinea where we received a one year extension to September 22, 2017 and confirmed we are the holder of 100% and operator of the Concession.  In turn, we agreed to drill one exploratory well to a minimum depth of 2,500 meters below the seabed with a projected commencement of April 2017 and a budget of approximately $46.0 million.

Failure to comply with the drilling and other obligations of the PSC subjects us to risk of loss of the Concession.  Continued delays have affected adversely the ability to explore the Concession and will diminish the attractiveness of the Concession to prospective industry participants and financing sources.

Our costs related to the items referred to above and any additional expenses, or any negative outcomes, could adversely affect our liquidity and financial condition and results of operations.  Absent cash inflows, we could exhaust our current available liquidity within the next twelve months.  The timing and amount of our cash outflows are dependent on a number of factors including: a negative outcome related to any of our legal proceedings, inability to resume petroleum operations or drilling delays, joint operations expenditures and excessive well costs, or if we have unfavorable well results.

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As a result, absent cash inflows, there is substantial doubt as to whether we will have adequate capital resources to meet our current obligations as they become due and therefore be able to continue as a going concern. Our ability to meet our current obligations as they become due over the next twelve months, and to be able to continue exploration, will depend on obtaining additional resources through sales of additional interests in the Concession, issuing corporate equity or debt securities, or through other means, and the resumption of petroleum operations.  No assurance can be given that any of these actions can be completed.

Capital Expenditures

During the first three months of fiscal 2017, we incurred an additional $284 thousand on unproved oil and gas properties and $11 thousand for property, plant and equipment.  This compares to the first three months of fiscal 2016, where we expended $20 thousand on unproved oil and gas properties.

In the legal settlement with Tullow and Dana, we also received long lead items of well construction material previously purchased by the Consortium in preparation for the initial drilling of the Fatala well. The fair market value at the date of settlement, taking into account the condition of the material and then current pricing among other factors, was preliminarily determined to be $4.4 million.  This part of the settlement was a non-cash transaction and was recorded as an oil and gas property asset addition and a gain on legal settlement. The estimated fair value of the equipment may change once we receive the final valuation report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our functional currency is the US dollar. We had, prior to their closures, some foreign currency exchange rate risk resulting from our in-country offices in Guinea and the United Kingdom, and from certain costs in our drilling program.  US dollars are accepted in Guinea and many of our purchases and purchase obligations, such as our office lease in Guinea, were denominated in US dollars. However, our costs for labor, supplies and fuel could have increased if the Guinea Franc, the Euro, or the Pound Sterling significantly appreciated against the US dollar.  We did not hedge the exposure to currency rate changes. We do not believe our exposure to market risk to be material.

Item 4. Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of September 30, 2016, our PEO and PFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management, including the PEO and PFO, identified no change in our internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II Other Information

Item 1. Legal Proceedings

From time to time, we and our subsidiaries are involved in business disputes. We are unable to predict the outcome of such matters when they arise. Currently pending proceedings, in our opinion, will not have a material adverse effect upon our consolidated financial statements.  The following are the only legal proceedings with material developments during the three month period ended September 30, 2016.

Tullow and Dana Legal Actions

On January 11, 2016, we filed legal actions against members of the Consortium under the Joint Operating Agreement governing the oil and gas exploration rights offshore Guinea (“JOA”) in the United States District Court for the Southern District of Texas and before the AAA against Tullow for their failure to meet their obligations under the JOAC. On January 28, 2016, the action in the Federal District Court was voluntarily dismissed by us and refiled in District Court in Harris County, Texas.  On February 8, 2016 Tullow and Dana removed the case to Federal District Court.

On February 2, 2016, SCS filed an Application for Emergency Arbitrator and Interim Measures of Protection and requested the following relief: (a) expedite discovery prior to the constitution of the arbitral tribunal; (b) provide that the time period permitted by the parties’ arbitration agreement for the selection of the arbitrators and the filing of any responsive pleadings or counterclaims be accelerated; (c) require Tullow, as the designated operator under the JOA, to maintain existing “well-planning activities”; (d) require Tullow to undertake and complete certain planning activities; and (e) require Tullow and Dana to join with SCS in completing the negotiation of an acceptable amendment to the PSC and to agree to a process that will result in the execution of the amendment.

With the exception of limited relief regarding discovery and agreement by Tullow to maintain certain well plan readiness, the Emergency Arbitrator ruled on February 17, 2016, that SCS is not entitled to the emergency injunctive relief it requested.  Further, the Emergency Arbitrator enjoined all parties to the dispute from pursuing parallel District Court proceedings.  On February 12, 2016, the case was voluntarily stayed by us.

The AAA action seeks (1) a determination that Tullow and Dana were in breach of their contractual obligations and (2) the damages caused by the repeated delays in well drilling caused by the activities of Tullow and Dana. We determined to bring the legal actions only after it became apparent that Tullow and Dana would not move forward, despite many opportunities to do so, with petroleum operations.  SCS believed that it had exhausted all of its options for the pursuit of legal measures to require Tullow and Dana to drill the planned exploration well.

On August 15, 2016, we subsequently entered into a Settlement and Release Agreement with Tullow and Dana (“Settlement and Release”) with respect to our dispute in arbitration. Under the Settlement and Release, we released all claims against Tullow and Dana and Tullow and Dana (i) issued to the Government of Guinea a notice of withdrawal from the Concession and PSC effective immediately, (ii) transferred their interest in the long lead items of well construction material previously purchased by the Consortium in preparation for the initial drilling of the Fatala well, and agreed to pay net cash of $687 thousand to us. We also agreed to pay Dana a success fee based upon the certified reserves of the Fatala well if it results in a discovery.

Shareholder Lawsuits

Beginning on March 13, 2014, two lawsuits styled as class actions were filed in the U.S. District Court for the Southern District of Texas against the Company and several then-current officers of the Company alleging that the Company made false and misleading statements that artificially inflated its stock prices. The lawsuits allege, among other things, that the Company misrepresented its compliance with the Foreign Corrupt Practices Act and anti-money laundering statutes and that it lacked adequate internal controls. The lawsuits sought damages based on Sections 10(b) and 20 of the Securities Exchange Act of 1934, although the specific amount of damages was not specified.  On May 12, 2014, a shareholder filed a motion for appointment as lead plaintiff.  Both of the March 2014 lawsuits were dismissed voluntarily. One was dismissed during the quarter ended September 30, 2016 and the second on October 6, 2016.

Item 1A. Risk Factors

There are neither additional risk factors nor modifications to the risk factors previously disclosed.

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Item 6. Exhibits and Reports on Form 8-K

(A)

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*                                         Management contracts or compensatory plans or arrangements.

**                                  Filed herewith.

(1)                                 Incorporated by reference to Form 10-K filed September 11, 2013.

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(2)                                 Incorporated by reference to Schedule 14A filed January 11, 2011.

(3)                                 Incorporated by reference to Form S-1 filed January 12, 2006, as amended.

(4)                                 Incorporated by reference to Form 8-K filed June 15, 2001.

(5)                                 Incorporated by reference to Form 8-K filed September 28, 2006.

(6)                                 Incorporated by reference to Form 10-K filed on September 13, 2012.

(7)                                 Incorporated by reference to Form S-8 filed June 14, 2010.

(8)                                 Incorporated by reference to Form 8-K, dated March 31, 2010.

(9)                                 Incorporated by reference to Form 8-K, filed December 7, 2009.

(10)                          Incorporated by reference to Form 8-K filed December 6, 2010.

(11)                          Incorporated by reference to Form 8-K filed November 21, 2012.

(12)                          Incorporated by reference to Form 8-K, dated January 29, 2010.

(13)                          Incorporated by reference to Form 8-K, dated January 7, 2013.

(14)                          Incorporated by reference to Form 8-K filed December 28, 2011.

(15)                          Incorporated by reference to Form 8-K filed on September 23, 2011.

(16)                          Incorporated by reference to Form 8-K filed on February 1, 2012.

(17)                          Incorporated by reference to Form 8-K filed on June 28, 2013.

(18)                          Incorporated by reference to Form 10-K filed on September 12, 2014.

(19)                          Incorporated by reference to Form 10-K filed on September 16, 2015.

(20)                          Incorporated by reference to Form 8-K dated on October 7, 2015.

(21)                          Incorporated by reference to Form 10-Q filed on February 11, 2016.

(22)                          Incorporated by reference to Form 8-K filed on July 08, 2016.

(23)                          Incorporated by reference to Form 8-K filed on July 14, 2016.

(24)                          Incorporated by reference to Form 8-K filed on August 17, 2016.

(25)                          Incorporated by reference to Form 8-K filed on August 24, 2016.

(26)                          Incorporated by reference to Form 8-K filed on September 22, 2016.

(27)                          Incorporated by reference to Form 10-K filed on September 22, 2016.

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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 thereunto duly authorized.

Dated: November 21, 2016

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Exhibit Index

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*                                         Management contracts or compensatory plans or arrangements.

**                                  Filed herewith.

(1)                                 Incorporated by reference to Form 10-K filed September 11, 2013.

(2)                                 Incorporated by reference to Schedule 14A filed January 11, 2011.

(3)                                 Incorporated by reference to Form S-1 filed January 12, 2006, as amended.

(4)                                 Incorporated by reference to Form 8-K filed June 15, 2001.

(5)                                 Incorporated by reference to Form 8-K filed September 28, 2006.

(6)                                 Incorporated by reference to Form 10-K filed on September 13, 2012.

(7)                                 Incorporated by reference to Form S-8 filed June 14, 2010.

(8)                                 Incorporated by reference to Form 8-K, dated March 31, 2010.

(9)                                 Incorporated by reference to Form 8-K, filed December 7, 2009.

(10)                          Incorporated by reference to Form 8-K filed December 6, 2010.

(11)                          Incorporated by reference to Form 8-K filed November 21, 2012.

(12)                          Incorporated by reference to Form 8-K, dated January 29, 2010.

(13)                          Incorporated by reference to Form 8-K, dated January 7, 2013.

(14)                          Incorporated by reference to Form 8-K filed December 28, 2011.

(15)                          Incorporated by reference to Form 8-K filed on September 23, 2011.

(16)                          Incorporated by reference to Form 8-K filed on February 1, 2012.

(17)                          Incorporated by reference to Form 8-K filed on June 28, 2013.

(18)                          Incorporated by reference to Form 10-K filed on September 12, 2014.

(19)                          Incorporated by reference to Form 10-K filed on September 16, 2015.

(20)                          Incorporated by reference to Form 8-K dated on October 7, 2015.

(21)                          Incorporated by reference to Form 10-Q filed on February 11, 2016.

(22)                          Incorporated by reference to Form 8-K filed on July 08, 2016.

(23)                          Incorporated by reference to Form 8-K filed on July 14, 2016.

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(24)                          Incorporated by reference to Form 8-K filed on August 17, 2016.

(25)                          Incorporated by reference to Form 8-K filed on August 24, 2016.

(26)                          Incorporated by reference to Form 8-K filed on September 22, 2016.

(27)                          Incorporated by reference to Form 10-K filed on September 22, 2016.

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