Hyperdynamics Corp (HDYNQ)

[Rule_62]

Something to be aware of - from the June 22, 2018 Prospectus (pg. 5):

About This Offering

This prospectus relates to the public offering, which is not being underwritten, by the selling stockholders listed in this prospectus, of up to 8,663,754 shares of our common stock. Of the shares being offered, (i) 8,177,031 represent a good faith estimate of the number of shares that may be issuable upon conversion of 1,951 outstanding shares of our 1% Series A Convertible Preferred Stock (the "Series A Preferred Stock"), (ii) 435,073 may be issuable upon exercise of outstanding common stock purchase warrants issued to purchasers of the Series A Convertible Preferred Stock, and (iii) 51,650 may be issuable upon exercise of outstanding common stock purchase warrants issued to the placement agent for the Series A Convertible Preferred Stock and its designees. (Such 8,177,031 shares represent a good faith estimate of the number of shares that may be issuable upon conversion of all such Series A Preferred Stock at a conversion price of $0.25 per share, the current "floor" on the conversion price of the Series A Preferred Stock.)

The shares offered by this prospectus may be sold by the selling stockholders from time to time in the open market, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. We will receive none of the proceeds from the sale of the shares by the selling stockholders. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the selling stockholders will be borne by them.

http://investors.hyperdynamics.com/secfiling.cfm?filingID=1047469-17-4240

To date there has been no subsequent information as to whether any of the above 1,951 units Convertible Preferred Stock have been converted into stock (other than the additional units above and beyond the given to the underwriters, who did convert theirs). There was, however, on August 4th 2017, a subsequent announcement that an additional 756 units of Series A Preferred Stock had been issued as per the Subscriber Option (see below).

That brings the total to 2,707 Series A Preferred stock, with a value of $1,040 per share. At a worst case floor conversion price of $0.25 they collectively represent a dilution of approx. 11.3M shares. That's in addition to the approx. 31M outstanding once all the smoke clears from the common shares + warrants offerings. HDYN will not receive any additional funds from those conversions. They already received their cash and that's gone to pay for the well.


From the Aug 4th 2017 8-K (pg. 3):

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, between March 17 and April 26, 2017, Hyperdynamics Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”) held four closings of a private placement offering (the “Series A Offering”) of an aggregate of 1,951 Units of our securities, at a purchase price of $1,000 per Unit. The Units were sold to certain accredited investors (as such term is defined in the Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) (the “Subscribers”). Each “Unit” consisted of (i) one share of our 1% Series A Convertible Preferred Stock, par value $0.001 per share, with a Stated Value of $1,040 per share (the “Series A Preferred Stock”), and (ii) a common stock purchase warrant to purchase 223 shares of our common stock, exercisable from issuance until March 17, 2019 at an exercise price of $3.50 per share (subject to adjustment in certain circumstances) (the “Investor Warrants”). At the closings, we issued to the Subscribers an aggregate of: (i) 1,951 shares of Series A Preferred Stock and (ii) Investor Warrants to purchase an aggregate of 435,073 shares of common stock.

Under the subscription agreements for the Series A Offering, Subscribers were given an option (the “Subscriber Option”) to purchase, at the same purchase price of $1,000 per Unit, their pro rata share of up to an aggregate of $3,000,000 in additional Units.

On August 2, 2017, we consummated a closing (the “Option Closing”) of the Subscriber Option. At this Option Closing we issued to the Subscribers that exercised their Subscriber Option an aggregate of (i) 756 shares of Series A Preferred Stock and (ii) Investor Warrants to purchase an aggregate of 168,588 shares of Common Stock.

http://investors.hyperdynamics.com/secfiling.cfm?filingID=1104659-17-49570