8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 30, 2011

SYNERGY RESOURCES CORPORATION

 (Exact name of registrant as specified in its charter)

Colorado	001-35245	20-2835920
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer  Identification No.)

20203 Highway 60

Platteville, Colorado 80651

 (Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:      (970) 737-1073

N/A

(Former name or former address if changed since last report)

Check 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 (see General Instruction A.2. below)

£  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£   Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Item 8.01. Other Events.

On December 30, 2011, Synergy Resources Corporation issued a press release announcing the closing of the underwriters’ over-allotment option exercised in connection with the previously announced public offering of common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed electronically with this report:

99.1 Press Release issued by Synergy Resources Corporation on December 30, 2011.

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.

Date:  December 30, 2011

SYNERGY RESOURCES CORPORATION
By:	/s/ Frank L. Jennings
	Frank L. Jennings, Principal Financial Officer

Exhibit Index

Exhibit No.	Description	Method of Filing
99.1	Press Release issued by Synergy Resources Corporation on December 30, 2011.	Filed electronically

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

December 30, 2011

Synergy Resources Corporation Announces Closing of Over-Allotment Option

PLATTEVILLE, CO, December 30, 2011: Synergy Resources Corporation (NYSE Amex: SYRG) (“Synergy Resources”), a domestic oil and gas exploration and production company focused in the Denver-Julesburg Basin (“D-J Basin”), announced today that the underwriters have closed on their purchase of an additional 1,909,090 shares of Synergy Resources common stock at a public offering price of $2.75 per share. The shares were sold to underwriters to cover over-allotments in connection with the previously announced public offering of 12,727,273 shares of Synergy Resources’ common stock that closed on December 21, 2011.  The underwriters had previously notified Synergy Resources that they were exercising their over-allotment option in full. Synergy Resources expects net proceeds from the exercise of the over-allotment option to be approximately $4,900,000.  Synergy Resources intends to use the net proceeds from the offering for its development drilling program in the Wattenberg Field.  Any amount of the net proceeds of this offering not used for its development drilling program will be used for general corporate purposes.  

The underwriters for this offering are Northland Capital Markets and C. K. Cooper & Company, acting as joint bookrunners, with GVC Capital LLC acting as co-manager.

The offering was conducted pursuant to an effective shelf registration statement, which is on file with the Securities and Exchange Commission. A prospectus supplement related to the offering has been filed with the Securities and Exchange Commission. A copy of the prospectus supplement and the base prospectus related to the offering may be obtained from the Securities and Exchange Commission’s website at http://www.sec.gov or by contacting Northland Capital Markets, 45 S. Seventh St., Suite 2000, Minneapolis, MN 55402, by calling (612) 851-5966, or by emailing Andrew Pafko, apafko@northlandcapitalmarkets.com or by contacting C. K. Cooper & Company, 18300 Von Karman Avenue, Suite 700, Irvine, CA 92612, by calling (949) 477-9300, or by emailing Hue Lapham, hlapham@ckcooper.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Synergy Resources, and there shall not be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Synergy Resources Corporation

Synergy Resources Corporation is a domestic oil and natural gas exploration and production company.  Synergy Resources’ core area of operations is in the D-J Basin, which encompasses Colorado, Wyoming, Kansas, and Nebraska.  The Wattenberg field in the D-J Basin ranks as the 7th largest field in the U.S. in terms of proved gas reserves and 9th in production. Synergy Resources’ corporate offices are located in Platteville, Colorado.  More company news and information is available at www.synergyresourcescorporation.com.

Forward-Looking Information

This release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Synergy Resources’ expectations regarding the use of proceeds of the public offering. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results and the timing of events may vary materially from those expressed or implied by such forward-looking statements due to various important factors, including, without limitation, risks and uncertainties related to Synergy Resources’ business and the satisfaction of the conditions of the closing of the public offering. More detailed information about those factors is set forth in Synergy Resources’ filings with the Securities and Exchange Commission, including the prospectus related to this proposed offering, Synergy Resources’ annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. Synergy Resources is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

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