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):   May 18, 2017

Tellurian Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-5507	06-0842255
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1201 Louisiana Street, Suite 3100, Houston, TX		77002
(Address of principal executive offices)		(Zip Code)

                Registrant’s telephone number, including area code:     (832) 962-4000

(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:

☐ 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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On May 18, 2017, Tellurian Inc. (the “Company”) issued a press release announcing the withdrawal of the proposed public offering of 10,000,000 shares of common stock of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index.

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.

TELLURIAN INC.
By:	/s/ Antoine J. Lafargue
Name: Title:	Antoine J. Lafargue Senior Vice President and Chief Financial Officer

Date: May 18, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Tellurian Inc., dated May 18, 2017

EX-99.1

Exhibit 99.1

Tellurian Announces Withdrawal of Public Offering of Common Stock

HOUSTON, Texas – (Marketwired May 18, 2017) -- Tellurian Inc. (Tellurian or the Company) (NASDAQ: TELL) today announced that due to adverse market conditions, it has withdrawn its proposed public offering of 10,000,000 shares of its common stock.

“Due to the current market environment and in the interest of achieving the best value for our stockholders, we have decided to withdraw our recently announced public offering of common stock,” said Meg Gentle, CEO of Tellurian.

About Tellurian Inc.

Tellurian plans to build a natural gas business that includes development of Driftwood LNG, an approximately 26-mtpa LNG export facility, and an associated pipeline. Tellurian is based in Houston, Texas, and its common stock is listed on the Nasdaq Capital Market under the ticker symbol “TELL.”

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

Statements in this press release other than statements of historical fact are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. Tellurian urges you to carefully review and consider the cautionary statements made in this press release, the “Risk Factors” section of Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2017, and other filings with the SEC for further information on risks and uncertainties that could affect the Company’s business, financial condition and results of operations. The Company cautions you not to place undue reliance on forward-looking statements, which speak only as of the date made. Tellurian undertakes no obligation to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this press release or currently unknown facts or conditions or the occurrence of unanticipated events. All forward-looking statements are qualified in their entirety by this cautionary statement.

Contact:

MEDIA: Joi Lecznar/SVP Public Affairs and Communication

Phone +1.832.962.4044 / joi.lecznar@tellurianinc.com

INVESTORS: Amit Marwaha/Director, Investor Relations

Phone +1.832.485.2004 / amit.marwaha@tellurianinc.com

1201 Louisiana Street Suite 3100    |    Houston, TX 77002    |    TEL + 1 832 962 4000    |    www.tellurianinc.com 1