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

Tellurian Inc.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ¨

On January 2, 2024, Tellurian Inc. (“Tellurian” or the “Company”) closed the transactions contemplated by the previously announced letter agreement (the “Letter Agreement”) with an institutional investor (the “Investor”) providing for the issuance to the Investor of 47,865,061 shares (the “Exchange Shares”) of common stock of the Company. At the closing of the transactions contemplated by the Letter Agreement, (i) $37,900,000 of the principal amount of the $250,000,000 aggregate principal amount of 10.00% senior secured notes due 2025 (the “Senior Notes”) previously issued to the Investor was extinguished, (ii) certain terms of the indentures governing the $83,334,000 aggregate principal amount of 6.00% senior secured convertible notes due 2025 (the “Convertible Notes,” and together with the Senior Notes, the “Notes”) previously issued to the Investor and the Senior Notes were amended, and (iii) the Company was deemed to have satisfied its obligations to make the cash interest payments due in respect of the Notes on January 1, 2024.

The terms and conditions of the Letter Agreement, the First Amendment to Eighth Supplemental Indenture among Tellurian, Wilmington Trust, National Association, as trustee (the “Trustee”), and the collateral agent named therein (the “Eighth Supplemental Indenture Amendment”), and the First Amendment to Ninth Supplemental Indenture among Tellurian, the Trustee, and the collateral agent named therein (the “Ninth Supplemental Indenture Amendment,” and together with the Eighth Supplemental Indenture Amendment, the “Supplemental Indenture Amendments”) are summarized in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2023.

Copies of the Eighth Supplemental Indenture Amendment and the Ninth Supplemental Indenture Amendment are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

The information set forth in Item 1.01 is incorporated herein by reference to this Item 2.03.

The information set forth in Item 1.01 is incorporated herein by reference to this Item 3.02.

The Company and the Investor closed the transactions contemplated by the Letter Agreement in reliance upon the exemption from securities registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended, and the Exchange Shares will be issued under such exemption. The transactions contemplated by the Letter Agreement were exclusively with the Investor, an existing security holder of the Company, and no commission or other remuneration will be paid or be given directly or indirectly for soliciting such transactions.

The information set forth in Item 1.01 is incorporated herein by reference to this Item 3.03.

The information set forth in Item 1.01 is incorporated herein by reference to this Item 5.07.

On January 2, 2024, the Investor consented to each of the Supplemental Indenture Amendments. The Investor is the holder of the Notes.

The information set forth in Item 1.01 is incorporated herein by reference to this Item 8.01.

On January 2, 2024, the Company filed with the SEC a prospectus supplement to the prospectus included in the registration statement on Form S-3ASR (File No. 333-269069) to register the resale by the Investor of up to 47,865,061 shares of Tellurian common stock. In connection with such registration, the Company is filing a legal opinion of Davis Graham & Stubbs LLP as Exhibit 5.1 to this Current Report on Form 8-K.

(d)          Exhibits.

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.