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): April 20, 2017
Tellurian Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-5507 | 06-0842255 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1201 Louisiana Street, Suite 3100, Houston, TX | 77002 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (832) 962-4000
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-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 ☐
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. ☐
| Item 8.01 | Other Events. |
On April 20, 2017, Tellurian Inc. (the “Company”) filed a prospectus supplement to a registration statement on Form S-3ASR (Registration No. 333-216011) to register the resales of 2,000,000 total shares of Tellurian common stock (the “Transferred Shares”) previously owned and transferred by Martin Houston, a director of the Company, to Simon M. Bonini and Paul C. Kettlety (collectively, the “Plaintiffs”) and the Plaintiffs’ counsel, Schiffer Odom Hicks & Johnson, PLLC, a Texas professional limited liability company, in connection with the previously disclosed Compromise Settlement Agreement and Mutual Release dated April 18, 2017, among the Plaintiffs, the Plaintiffs’ counsel, Tellurian Investments Inc., a subsidiary of the Company, Mr. Houston, and certain other persons. In connection with the registration of the resales of the Transferred Shares, the Company is filing a legal opinion of Davis Graham & Stubbs LLP as Exhibit 5.1 to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
See Exhibit Index.
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.
| TELLURIAN INC. | ||
| By: | /s/ Antoine J. Lafargue | |
| Antoine J. Lafargue Senior Vice President and Chief Financial Officer | ||
Date: April 20, 2017
EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 | Opinion of Davis Graham & Stubbs LLP | |