9. SUBSEQUENT EVENTS

Submission of Matters to a Vote of Security Holders

On July 11, 2017, the Company filed a proxy statement pursuant to section 14(a) of the Securities Exchange Act of 1934. The notice of consent solicitation was to amend the Company’s Certificate of Incorporation, as amended to effect a reverse stock split (the "Reverse Stock Split") of the Company's common stock at a ratio within a range between one-for-two (1:2) and one-for-six (1:6) (the "Split Ratio"), with the exact Split Ratio to be determined within that range by the Board of Directors in its sole discretion, and with such Reverse Stock Split to be effective at such date and time, if at all, as determined by the board of directors in its sole discretion.

As of August 10, 2017, the Company has received written consents from holders representing 72.3% of the voting power of its common stock outstanding as of July 7, 2017, the record date in favor of the Reverse Stock Split and terminated the consent solicitation period. As of the July 7, 2017, 27,510,636 shares of the Company’s common stock were outstanding. The final vote tabulation was as follows:


Votes For — 72.3%	Votes Against — 10.5%	Abstentions — 0.3%
19,879,984	2,878,387	71,651

No other proposals were presented in this consent solicitation statement. The written consents by the requisite number of the Company stock entitled to vote for this proposal granted the board of directors the ultimate authority to determine the exact Reverse Split Ratio and to effectuate the Reverse Stock Split, if at all, at such date and time when the board of directors determines, in its sole discretion, it to be in the best interests of the Company and its stockholders.

On July 12, 2017, the Company obtained a letter from the Director General of the National Office of Petroleum of Guinea stating that in the event of an oil discovery at the end of the drilling of the Fatala-1 well, the government would have no objection to granting an additional period of two years to enable us to carry out the work of appraisal on the Concession.

On August 11, 2017 actual drilling on the Fatala-1 well commenced. Drilling operations were completed on September 8, 2017.

On September 19, 2017, SAPETRO notified us that it did not wish to participate in the application for the two-year appraisal program and subsequently withdrew from the JOA and the PSC on September 20, 2017. We applied for an appraisal period on a 100% basis on September 19, 2017 according to Article 3.7 in our PSC that provides that in case there is a Petroleum Discovery during the Extension Period and there is insufficient time to carry out the appraisal works of said discovery, an appropriate representative of the Government of Guinea has the authority to grant an extension for two additional years.

We are awaiting the decision of the Government of Guinea on our appraisal application.

On November 2, 2017, the Company executed an agreement to issue and sell 40 million shares of its common stock at a price of $0.15 per share (for a total purchase price of $6,000,000) to CLNG Limited (Hong Kong) (“CLNG”) or its affiliate (the “Buyer”). CLNG is a private investment company involved in global energy and mineral projects. The closing of the sale is subject to (i) the completion of satisfactory due diligence by each party of the other, (ii) waiver by holders of our Series A Convertible Preferred Stock of their right of first refusal, (iii) negotiation of reductions in our outstanding current liabilities satisfactory to CLNG, and (iv) satisfaction of other customary closing conditions. If this purchase is completed, the Buyer will own approximately 53% of our outstanding common stock, which would result in a change in control of the Company. If the transaction closes, the Buyer has informed the Company that it intends, as majority stockholder, to appoint representatives who will form a majority of Hyperdynamics’ board of directors, but no specific agreement has yet been entered into in this respect. The stock purchase agreement provides that Ray Leonard will remain President, Chief Executive Officer and a director of the Company, and Jason Davis will remain Chief Financial Officer, subject to the discretion of the board and resolutions of the stockholders. There can be no assurance that the Company’s due diligence of the Buyer will be acceptable to the Company, that the Buyer’s due diligence of the Company will be acceptable to the Buyer, that all holders of our Series A Convertible Preferred Stock will waive their right of first refusal, that we will successfully negotiate reductions in our outstanding current liabilities satisfactory to CLNG, or that the stock purchase agreement will close.

Closing of Additional Private Placement Offerings

Series A Preferred Stock

Under the terms of the Subscription Agreement 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 of the Series A Offering.

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

The Company received an aggregate of $756,000 in gross cash proceeds, before deducting placement agent fees and expenses, and other fees and expenses, in connection with the sale of these additional Units. The Company used the net proceeds of $687,890 from the sale of the additional Series A Units for general corporate purposes and to further its business interests in the Republic of Guinea, including, but not limited to, the drilling of an exploration well on the Company’s offshore Concession.

At the closing, we paid to the Placement Agent $68,040 of cash fees and issued to the Placement Agent or its designees Placement Agent Warrants to purchase an aggregate of 20,014 shares of common stock.

Pursuant to the Registration Rights Agreement we entered with the Subscribers and the holders of the Placement Agent Warrants, we agreed to register for resale the shares of common stock issuable upon conversion of the Series A Preferred Stock and upon exercise of the Series A Investor Warrants and the Placement Agent Warrants issued pursuant to the Subscriber Option.

From July 1, 2017 to the filing of this Form 10-K, there have been a total of 1,952 units of Series A Preferred Stock converted into 1,825,934 shares of the Company’s common stock.

Common Unit Offering

Between July 17, 2017 and September 1, 2017, we held five additional closings of the Common Unit Offering and issued and sold 6,135,968 Units of our securities, at a purchase price of $1.46 per Unit. The Units were sold to certain accredited investors (as such term is defined in the Rule 501 under the Securities Act (the “Subscribers”) pursuant to subscription agreements for the Units (the “Subscription Agreements”) between the Company and the Subscribers. The Subscription Agreements contained customary representations and warranties by the Company and by the Subscribers. At these closings, we issued to the Subscribers an aggregate of (i) 6,135,968 shares of common stock and (ii) Investor Warrants to purchase an aggregate of 4,601,992 shares of common stock.

The Company received an aggregate of $8,958,413 in gross cash proceeds, before deducting placement agent fees and expenses, and other fees and expenses, in connection with the sale of the Units. The Company used the net proceeds of $7,619,724 from the sale of the Units for general corporate purposes and to further its business interests in the Republic of Guinea, including, but not limited to, the drilling of an exploration well on the Company’s offshore Concession.

Pursuant to the Placement Agency Agreement dated June 5, 2017, as amended, between the Company and Katalyst Securities, LLC as the “Placement Agent, engaged by the Company, on a reasonable best effort basis for the Common Unit Offering, we agreed to pay to the Placement Agent (and any sub agent) a cash commission of 9% of the gross purchase price paid by the Subscribers for the Units, except for the purchase of Units by certain Subscribers referred to by the Company, in which case, the Company has agreed to pay to the Placement Agent (and any sub agent), a cash commission of 4% of the gross purchase price paid by these referred Subscribers, and to issue to the Placement Agent (and any sub-agent) warrants to purchase a number of shares of Common Stock equal to 7% of the number of shares of Common Stock contained in the Units sold in the Offering, at the exercise price of $1.825 per share (the “Placement Agent Warrants”). At these closings, we paid the Placement Agent $576,265 of cash fees and issued to the Placement Agent or its designees Placement Agent Warrants to purchase an aggregate of 429,544 shares of common stock.

Pursuant to the Registration Rights Agreement, we entered with the Subscribers and the holders of the Placement Agent Warrants, we agreed to register for resale the shares of common stock issuable upon exercise of the Common Unit Investor Warrants and the Common Unit Placement Agent Warrants.

Settlement with SAPETRO

Subsequent to SAPETRO’s formal notice of withdrawal from the PSC and JOA on September 20, 2017, on October 8, 2017, we agreed to a settlement of all of SAPETRO’s remaining obligations under the PSC and JOA for a payment to us of $4,924,000.

The majority of the payment of $4,924,000 made by SAPETRO as well as the majority of the net proceeds from the Series A Preferred Unit and Common Unit offerings from July 1, 2017 to the date of this filing have been spent on the drilling operations associated with the Fatala-1 exploration well and general and administrative costs, resulting in substantial working capital deficit as of the filing date.

Related Party Transactions

In July 2017, Ray Leonard purchased 51,370 Units in our Common Unit Offering, for a purchase price of $75,000. Jason D. Davis purchased 34,248 Units in our Common Unit Offering, for a purchase price of $50,001.24.