8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2015 (January 27, 2015)

Magellan Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-5507	06-0842255
(Commission File Number)	(IRS Employer Identification No.)
1775 Sherman Street, Suite 1950, Denver, CO	80203
(Address of principal executive offices)	(Zip Code)

(720) 484-2400
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
	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 (see General Instruction A.2.):
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE:

This Amendment No. 1 to Current Report on Form 8-K/A is filed to amend the Current Report on Form 8-K filed on February 2, 2015, reporting that the Company was not in compliance with NASDAQ Marketplace Rule 5550(a)(2) (the "Original Report"), in order to provide an update to the disclosures in the Original Report that, as of July 27, 2015, the Company has regained compliance with NASDAQ Marketplace Rule 5550(a)(2) as discussed in the second paragraph under Item 3.01 below.

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 27, 2015, Magellan Petroleum Corporation (the "Company") received a letter from The Listing Qualifications Department of the NASDAQ Stock Market ("NASDAQ") indicating that, based upon the closing bid price of the Company's common stock (the "Common Stock") for the last 30 consecutive business days, the Common Stock did not meet the minimum bid price of $1.00 per share required for continued listing on The NASDAQ Capital Market pursuant to NASDAQ Marketplace Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until July 27, 2015, in which to regain compliance, pursuant to NASDAQ Marketplace Rule 5810(c)(3)(A). The letter further indicated that if, at any time during the 180-day compliance period, the closing bid price of the Common Stock is at least $1.00 for a minimum of ten consecutive business days, NASDAQ will provide the Company with written confirmation that it has achieved compliance with the minimum bid price requirement.

On July 27, 2015, the Company received a letter from NASDAQ notifying the Company that, since the closing bid price of the Common Stock for the previous 10 consecutive business days was at least $1.00, the Company had regained compliance with NASDAQ Marketplace Rule 5550(a)(2), and that this matter is now closed. On July 31, 2015, the Company issued a press release to announce this development, a copy of which is filed as Exhibit 99.1 to this report.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are filed as part of this report:

Exhibit

No.Description

99.1        Press Release by Magellan Petroleum Corporation dated July 31, 2015

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.

	MAGELLAN PETROLEUM CORPORATION
	By:	/s/ J. Thomas Wilson
		John Thomas Wilson, President and Chief Executive Officer
		(as Principal Executive Officer)
July 31, 2015

EX-99.1

Magellan Petroleum Regains Compliance with NASDAQ Listing Requirements

DENVER, July 31, 2015 /PRNewswire/ -- On July 27, 2015, Magellan Petroleum Corporation (“Magellan” or the “Company”) (NASDAQ: MPET) (ASX: MGN) received formal notification from the NASDAQ Stock Market LLC ("NASDAQ") that the Company has regained compliance with Listing Rule 5550(a)(2), which requires the Company to maintain a minimum closing bid price of $1.00 per share. NASDAQ staff made this determination of compliance after the Company’s bid price closed above $1.00 per share for the prior 10 consecutive business days.

NASDAQ had previously notified the Company of its non-compliance with Listing Rule 5550(a)(2) on January 27, 2015, following 30 consecutive business days for which the Company’s closing bid price did not meet the $1.00 per share minimum requirement.

Tom Wilson, President and CEO of Magellan, commented, “The implementation of the recent reverse stock split was instrumental in enabling the Company to regain compliance with the NASDAQ listing rules.  We believe that the Company’s platform as a public entity carries certain intrinsic value and that shareholders benefit from the enhanced liquidity provided by the listing of the Company’s shares on the NASDAQ

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

Statements in this press release that are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. The words "expect", "intend", "plan", “will”, and similar expressions are intended to identify forward-looking statements. These statements about the Company may relate to its businesses and prospects, the value of its common stock, and other matters that involve a number of risks and uncertainties that may cause actual results to differ materially from expectations. Among these risks and uncertainties are the following: the uncertain nature of the expected impact of the reverse stock split on the future market price of the Company’s common stock and the Company’s ability to maintain enhanced liquidity through the listing of its common stock on The NASDAQ Capital Market; risks and uncertainties associated with our CO₂-EOR projects in the Rocky Mountain region; uncertainties regarding our ability to maintain sufficient liquidity and capital resources to implement our projects; the uncertain nature of the anticipated value and underlying prospects of our UK acreage position and Australian exploration block; and other matters discussed in the "Risk Factors" sections of the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Any forward-looking information provided in this press release should be considered with these factors in mind. The Company assumes no obligation to update any forward-looking statements contained in this press release, whether as a result of new information, future events, or otherwise, except as required by securities laws.

ABOUT MAGELLAN

Magellan Petroleum Corporation is an independent oil and gas exploration and production company focused on the development of CO₂-EOR projects in the Rocky Mountain region. Historically active internationally, Magellan also owns significant exploration acreage in the Weald Basin, onshore UK, and an exploration block, NT/P82, in the Bonaparte Basin, offshore Northern Territory, Australia, which the Company currently plans to farmout. Our strategy is to enhance shareholder value by maximizing the value of our CO₂-EOR business and our international projects. We are committed to efficiently investing financial, technical, and management capital in our projects in order to achieve the greatest risk-adjusted value and returns for our shareholders. Magellan routinely posts important information about the Company on its website at www.magellanpetroleum.com.

For further information, please contact:

Antoine Lafargue

Senior Vice President - CFO, Treasurer, and Corporate Secretary

720.484.2404

IR@magellanpetroleum.com