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SYRG > SEC Filings for SYRG > Form 8-K on 19-Jun-2013All Recent SEC Filings

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Form 8-K for SYNERGY RESOURCES CORP


19-Jun-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhib


Item 1.01 Entry into a Material Definitive Agreement.

On June 13, 2013, Synergy Resources Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Johnson Rice & Company L.L.C. acting severally on behalf of itself and the underwriters named in Schedule I-A (the "Underwriters) to the Underwriting Agreement filed as Exhibit 1 to the Company's Report on Form 8-K dated June 13, 2013. Pursuant to the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase for resale to the public (the "Offering"), subject to the terms and conditions expressed therein, a total of 11,500,000 shares of common stock (the "Shares"), at a price to the public of $6.25 per Share. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,725,000 shares of common stock at the public offering price to cover over-allotments, if any.

On June 14, 2013, the Underwriters exercised their over-allotment option in full. The Offering of the 13,225,000 shares, which includes the 1,725,000 shares as a result of the exercise of the Underwriters' over-allotment option, closed on June 19, 2013. The net proceeds to the Company from the sale of the shares was approximately $78,273,000, after deducting the underwriting discount and offering expenses payable by the Company.

The Shares were offered and sold pursuant to the Company's existing shelf registration statement on Form S-3 (333-186726) that was declared effective by the Securities and Exchange Commission on April 23, 2013, a Preliminary Prospectus dated April 23, 2013, a Preliminary Prospectus Supplement dated June 10, 2013 and an Issuer Free Writing Prospectus dated June 13, 2013. The opinion of the Company's counsel regarding the validity of the Shares to be issued by the Company as a result of the exercise of the over-allotment option is filed herewith as Exhibit 5.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which was filed as Exhibit 1 to the Company's Report on Form 8-K dated June 13, 2013, and is incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits. The following exhibits are filed
with this report:

5. Opinion of Hart & Hart, LLC.
23 Consent of Hart & Hart, LLC.

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