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): November 30, 2016

HYPERDYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

001-32490	87-0400335
(Commission File Number)	(IRS Employer Identification No.)

12012 Wickchester Lane, Suite 475

Houston, Texas 77079

(Address of principal executive offices,
including Zip Code)

(713) 353-9400

(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 (see General Instruction A.2. below):

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

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

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

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

Item 8.01Other Events.

On November 30, 2016, SCS Corporation Limited, a wholly owned subsidiary of Hyperdynamics Corporation (“Hyperdynamics,” the “Company,” “we,” and “us”), entered into a non-binding letter of intent (the “Letter of Intent”) with South Atlantic Petroleum Limited (“SAPETRO”), a privately held Nigerian oil and gas exploration and production company with a portfolio of assets in Nigeria and the Mozambique Channel.

Pursuant to the terms of the Letter of Intent, SAPETRO has agreed to acquire a 20% participating interest in Hyperdynamics’ oil and gas concession offshore the Republic of Guinea in exchange for paying 40% of the costs of the upcoming Fatala well with SAPETRO’s up to a $50,000,000 cap of predicted total well costs. In addition, SAPETRO is expected to pay its proportional 20% share.

The Letter of Intent contemplates that the parties will work to sign definitive documents by January 14, 2017 unless extended by further agreement. SAPETRO’s responsibility for financial commitments related to the concession became effective immediately upon signing of the Letter of Intent, with payment of the consideration due upon satisfaction of the closing conditions set out in the definitive documents, including receipt of the final approvals and consents of the government of Guinea. There is no assurance, however, the parties will consummate the transaction contemplated by the Letter of Intent.

The Press Release regarding this Letter of Intent is filed as Exhibit 99.1 to this report.

Item 9.01Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release, dated December 5, 2016.

2

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.

	HYPERDYNAMICS CORPORATION
Date: December 12, 2016	By:	/s/ David G. Gullickson
	Name:	David G. Gullickson
	Title:	Vice President Finance, Treasurer, and
		Principal Financial and Accounting Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated December 5, 2016.

4

EX-99.1

Exhibit 99.1

December 5, 2016

Hyperdynamics Signs a Letter of Intent with SAPETRO for a 20% Participating Interest in its Guinea Oil and Gas Concession

LAGOS, Nigeria, Dec. 5, 2016 /PRNewswire/ — Hyperdynamics Corporation (OTCQX: HDYN) today announced it has signed a Letter of Intent (LOI) with South Atlantic Petroleum Limited (SAPETRO) under which the two companies will negotiate the assignment of a participating interest in Hyperdynamics’ oil and gas concession offshore the Republic of Guinea. SAPETRO is a privately held Nigerian oil and gas exploration and production company with a portfolio of assets in Nigeria and the Mozambique Channel. The Letter of Intent, which is non-binding, calls for SAPETRO to take a 20% participating interest in exchange for paying 40% of the costs of the upcoming Fatala well up to a $50 million cap of predicted total well costs. Above that amount, SAPETRO would pay its proportional 20% share.

The LOI contemplates that the two companies will work to sign definitive documents within 45 days unless extended by further agreement. SAPETRO’s responsibility for financial commitments related to the concession begins immediately but will not be due for payment until final approvals from the government of Guinea are received.

“The addition of SAPETRO to the Guinea project team represents a big step forward in sharing project-related costs and risks with reputable industry players who recognize Hyperdynamics’ Guinea concession’s economic attractiveness and geologic prospectivity,” said Ray Leonard, Hyperdynamics’ President and Chief Executive Officer. “SAPETRO’s experience in West Africa, its financial strength and its desire to have an exposure in high-quality, high-reward exploration acreage that will be tested in the near future makes them an ideal partner for us.”

Based in Lagos, Nigeria, SAPETRO holds a 15% interest in the prolific OML 130 license offshore Nigeria, operated by Total. The block contains two fields containing each in excess of 550 million barrels of oil, with the Akpo field reaching peak production of 197,000 barrels of oil per day in 2010 and the Egina field planned to come on stream in the second quarter of 2018 reaching a peak production rate of 200,000 barrels of oil per day by the end of 2018.

About Hyperdynamics

Hyperdynamics is an emerging independent oil and gas exploration company that is exploring for oil and gas offshore the Republic of Guinea in West Africa. To find out more, visit our website at www.hyperdynamics.com.

Forward Looking Statements

This News Release 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.

Contacts:

Ray Leonard

President and Chief Executive Officer

713-353-9445

Anne Pearson / Jack Lascar

Dennard-Lascar Associates

713-529-6600

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/hyperdynamics-signs-a-letter-of-intent-with-sapetro-for-a-20-participating-interest-in-its-guinea-oil-and-gas-concession-300372567.html

SOURCE Hyperdynamics

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