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): September 21, 2017

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)

Not applicable

(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. 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))

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	o
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.	o

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “future,” “believes,” “estimates,” “predicts,” “pro-forma,” “potential,” “attempt,” “develop,” “continue” or the negative of these terms or other comparable terminology.

These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. These factors include, without limitation, our ability to raise additional funding as required to execute our exploration and development program, our dependence on a single exploration asset, our lack of proved reserves, our lack of operating revenue, dependence on joint development partners, the high operating risks of developing oil and gas resources, weather conditions and natural disasters, political conditions in the regions in which we operate or propose to operate, fluctuations in prices of oil and natural gas, the threats of terrorism, and general economic conditions.

You should read this Report and the documents that we reference in this Report and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. The forward-looking statements in this Report represent our views as of the date of this Report.

We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Report.  Investors should carefully review the risk factors disclosures and other information, including our financial statements and the notes thereto, set forth in the reports and other documents we file with the SEC and available at www.sec.gov.

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Item 7.01.Regulation FD Disclosure.

On September 21, 2017, Hyperdynamics Corporation issued a press release titled, “Hyperdynamics to Seek Two-Year Appraisal Period for Offshore Guinea Program.”  The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information disclosed in Item 7.01, and Exhibit 99.1 attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated September 21, 2017 titled, “Hyperdynamics to Seek Two-Year Appraisal Period for Offshore Guinea Program.”

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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 hereunto duly authorized.

	HYPERDYNAMICS CORPORATION
Date: September 21, 2017	By:	/s/ Ray Leonard
	Name:	Ray Leonard
	Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

	NEWS RELEASE
	Contacts:
	Ray Leonard
	President and Chief Executive Officer
	713-353-9445
	Anne Pearson / Jack Lascar
	Dennard-Lascar Associates
	713-529-6600

Hyperdynamics to Seek Two-Year Appraisal Period

for Offshore Guinea Program

HOUSTON, Sept. 21, 2017 — Hyperdynamics Corporation (OTCQX: HDYN) (“Hyperdynamics” or the “Company”), today announced that it has notified the government of the Republic of Guinea that it will be seeking a two-year appraisal period under its oil and gas Production Sharing Contract.

“Based on further analysis of the results of the recently drilled Fatala-1 exploration well regarding the oil saturation calculation — plus our internal review and the log analysis conducted by eSeis, an independent geophysical and petrophysical consultant — we believe we have made a petroleum discovery that implies the presence of commercially exploitable resources as specifically defined in our Production Sharing Contract,” said Ray Leonard, Hyperdynamics’ President and Chief Executive Officer. “As a result, we are requesting a two-year appraisal period from the Government of Guinea.

“We will be developing an appraisal work program and budget that we intend to present and discuss at an Oil and Gas Operations Management Committee meeting with the Guinea Petroleum Directorate that we have proposed at the end of October,” he added.

Hyperdynamics’ current 50% partner, South Atlantic Petroleum Ltd., (SAPETRO) notified the Company that it will not apply for an appraisal period extension with the Company and will withdraw from the Joint Operating Agreement (JOA) and the PSC and will assign its 50% interest to the Company free of cost. SAPETRO remains liable for its share of obligations relating the PSC and the JOA through the withdrawal, but not for expenditures relating to the appraisal program.  Hyperdynamics will be 100% interest holder and will look for partners to share risks and costs.

“We remain committed to seeking to create value for our investors,” Leonard said. “While SAPETRO has decided not to continue exploring with us in Guinea, we want the opportunity to appraise the Fatala prospect area to determine whether or not it is commercial.”

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Hyperdynamics earlier reported that the well did not yield oil shows above oil-based mud signature during drilling or from an analysis of the cuttings taken from the well. Additionally, the primary target of its exploration — a 75-meter-thick channel — did not contain reservoir-quality sand.

However, further detailed study of the well logs identified five meters of calculated hydrocarbons in the upper Cenomanian channel (Cenomanian 03) located above the primary target formation.  The five-meter sand has an average porosity of 17% and a hydrocarbon saturation of 61%. A minor background gas increase was also observed while drilling through this interval.  The well was drilled on the edge of this channel, and the well result will be integrated with the seismic data to determine the commercial potential of this zone.

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 Northwest 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. In particular, there can be no assurance that the Guinea government will agree to the appraisal period or that, if they do, the Company will be able to obtain necessary financing or that the further analysis of results will translate into a commercial discovery in an appraisal well.

We assume no duty to update or revise our forward-looking statements based on changes in plans or expectations or otherwise.

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