UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  April 1, 2014 (March 26, 2014)

HYPERDYNAMICS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation or organization)

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:

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

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

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

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

Item 4.01                                           Change in Registrant’s Certifying Accountant.

On March 26, 2014, Hyperdynamics Corporation (the “Company”) was notified by its independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”) that it did not wish to stand for re-election.  Upon completion of Deloitte’s review of the Company’s interim condensed consolidated financial information as of and for the three and nine month periods ended March 31, 2014, Deloitte will resign as the Company’s independent registered public accounting firm.

The reports of Deloitte on the Company’s consolidated financial statements for the years ended June 30, 2013 and 2012 contained no adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope or accounting principles.  However, as previously reported in the Company’s Form 10-K for the year ended June 30, 2012, Deloitte’s report expressed an adverse opinion on the Company’s internal control over financial reporting as of June 30, 2012 because of a material weakness related to oversight and review of financial information in the area of income taxes.

The Audit Committee of the Company’s Board of Directors discussed the subject matter of the material weakness with Deloitte. The Company has authorized Deloitte to respond fully to inquiries of the Company’s new accounting firm concerning the subject matter of the material weakness reported in Deloitte’s report as of June 30, 2012.  Deloitte’s report as of June 30, 2013 included an unqualified opinion on the Company’s internal control over financial reporting.

During the years ended June 30, 2013 and 2012, and the subsequent interim periods, there were no disagreements between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the consolidated financial statements of the Company for such years.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Deloitte with a copy of the disclosures it is making in this Report on Form 8-K prior to the time this Report was filed with the SEC. The Company requested that Deloitte furnish a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy of Deloitte’s letter dated April 1, 2014 is filed as Exhibit 16.1 to this Report.

On April 1, 2014, the Audit Committee of the Board of Directors of the Company engaged Hein & Associates LLP (“Hein”) as its independent registered public accounting firm to audit the Company’s financial statements for the year ending June 30, 2014.  Hein’s engagement will be effective immediately after Deloitte’s resignation, which will occur after completion of Deloitte’s review of the Company’s interim condensed consolidated financial information as of and for the three and nine month periods ended March 31, 2014.  During the years ended June 30, 2013 and 2012 and subsequent interim periods, neither the Company nor anyone on its behalf consulted with Hein regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Hein concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

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Item 9.01                                           Financial Statements and Exhibits.

(d)  Exhibits.

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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.

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EXHIBIT INDEX

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