UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



FORM 10-K/A
(Amendment No. 1)



| | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended June 30, 2016

or



| | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from
_____________________ to ________________



Commission File Number 01-33522



SYNTHESIS ENERGY SYSTEMS, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                                                       | 20-2110031                          
|-------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|Three Riverway, Suite 300, Houston, Texas                      | 77056                               
|(Address of Principal Executive Offices)                       | (Zip Code)                          



Registrant’s telephone number, including
area code: (713) 579-0600



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



|Common Stock, $.01 par value | NASDAQ Stock Market                   
|---------------------------- | --------------------------------------
|(Title of Class)             | (Name of Exchange on Which Registered)



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ☐     No  ☒



Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ☐     No  ☒



Indicate by check
mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.    	Yes  ☒    No  ☐



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes  ☒    No  ☐



Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. 	☐



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See
the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.



|Large accelerated filer  ☐ | Accelerated filer  ☐ | Non-accelerated filer  ☐ | Smaller reporting company  ☒
|-------------------------- | -------------------- | ------------------------ | ----------------------------



Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 	Yes  ☐     No  ☒



The aggregate market
value of the voting stock held by non-affiliates of the registrant as of the last business day of the most recently completed first
fiscal quarter, September 30, 2016, was approximately $75.9 million.



As of October 24, 2016,
there were 87,044,085 shares of the registrant’s common stock outstanding, par value $.01 per share.







EXPLANATORY NOTE



This Amendment No.
1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended June 30, 2016,
originally filed with the Securities and Exchange Commission on September 29, 2016 (the “Original Filing”). We are
filing this Amendment to include the information required by Part III, Items 10, 11, 12, 13 and 14, which were not included
in the Original Filing in reliance on Instruction G(3) to Form 10-K. We have also deleted the reference to an amendment to the
Original Filing on the cover page under “Documents Incorporated By Reference.” In accordance with Rule 12b-15 under
the Securities and Exchange Act of 1934, as amended, Item 15 of Part IV of the Original Filing is hereby amended and restated
in its entirety.



Except as described
above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original
Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to
the filing of the Original Filing.





TABLE OF CONTENTS





|PART III                                                                                                |   
|------------------------------------------------------------------------------------------------------- | --
|Item 10. Directors, Executive Officers and Corporate Governance                                         | 1 
|Item 11. Executive Compensation                                                                         | 4 
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 11
|Item 13. Certain Relationships and Related Transactions, and Director Independence                      | 13
|Item 14. Principal Accounting Fees and Services.                                                        | 13
|Item 15. Exhibits and Financial Statement Schedules.                                                    | 14
|SIGNATURES                                                                                              | 18

















PART III



Item 10. Directors, Executive Officers and Corporate Governance.



Directors, Executive Officers and Significant Employees



The following table sets forth information
concerning our directors, executive officers and significant employees as of June 30, 2016:





|Name                      |  | Age |  | Position                                          
|------------------------- |  | --- |  | --------------------------------------------------
|Lorenzo Lamadrid (1) (2)  |  | 65  |  | Chairman of the Board                             
|Robert Rigdon             |  | 57  |  | Vice Chairman of the Board                        
|Denis Slavich (1) (2) (3) |  | 76  |  | Director                                          
|Harry Rubin (1) (2) (3)   |  | 63  |  | Director                                          
|Ziwang Xu (3)             |  | 59  |  | Director                                          
|Brown, Charles (2) (3)    |  | 57  |  | Director                                          
|DeLome Fair               |  | 53  |  | President, Chief Executive Officer and Director   
|Roger Ondreko             |  | 52  |  | Chief Financial Officer and Corporate Secretary   
|Francis Lau               |  | 69  |  | Senior Vice President and Chief Technology Officer
|Wade Taber                |  | 41  |  | Vice President of Engineering                     



| | (1) | Member of the Compensation Committee.
| | --- | -------------------------------------

| | (2) | Member of the Nominating and Corporate Governance Committee.
| | --- | ------------------------------------------------------------

| | (3) | Member of the Audit Committee.
| | --- | ------------------------------



Directors



Lorenzo Lamadrid.Mr. Lamadrid has been the Chairman of the Board since April 2005. Since 2001, Mr. Lamadrid has been the Managing
Director of Globe Development Group, LLC, a firm that specializes in the development of large scale energy, power generation, transportation
and infrastructure projects in China and provides business advisory services and investments with a particular focus on China.
Mr. Lamadrid was also a director of Flow International Corporation from January 2006 until its sale earlier this year. Mr. Lamadrid
has been a member of the International Advisory Board of Sirocco Aerospace, an international aircraft manufacturer and marketer,
since mid-2001. He previously served as President and Chief Executive Officer of Arthur D. Little, a management and consulting
company, from 1999 to 2001, as President of Western Resources International, Inc. from 1996 through 1999 and as Managing Director
of The Wing Group from 1993 through 1999. The Wing Group was a leading international electric power project-development company
that was sold to Western Resources in 1999. Prior to that, he was with General Electric from 1984 to 1993 serving as corporate
officer, Vice President and General Manager at GE Aerospace for Marketing and International Operations, and as General Manager
of Strategic Planning and Business Development of GE’s International Sector. Prior to joining GE, Mr. Lamadrid was a
senior Manager at the Boston Consulting Group where he worked from 1975 to 1984. Mr. Lamadrid’s experience in business
development and management is a key attribute for us, and his background in overseas markets has provided him with valuable insights
into our international focus.



Education:
Mr. Lamadrid holds a dual bachelor’s degree in Chemical Engineering and Administrative Sciences from Yale University,
an M.S. in Chemical Engineering from the Massachusetts Institute of Technology and an M.B.A. in Marketing and International Business
from the Harvard Business School.



Directorships in
the past five years: Flow International (2006 to 2014).



Robert Rigdon.
Mr. Rigdon has been the Vice Chairman of the Board since February 2016. Mr. Rigdon joined us as a director in August
2009, and previously served as President and Chief Executive Officer from March 2009 to February 2016. Prior to that, he served
as Chief Operating Officer since November 2008 and as Senior Vice President of Global Development since May 2008, where he was
responsible for overseeing all aspects of our current and future coal gasification projects worldwide. From June 2004 until joining
us, Mr. Rigdon worked for GE Energy in a variety of capacities, including Manager—Gasification Engineering, Director—IGCC
Commercialization, and Director—Gasification Industrials and Chemicals Business. For the 20 years previous to this, Mr. Rigdon
worked for Texaco, and later ChevronTexaco, as an engineer and in the Worldwide Power & Gasification group, where he ultimately
became Vice President—Gasification Technology for the group. As a result of his three decades working on gasification, Mr. Rigdon
is experienced in the operational and marketing strategies that are key to our development and success.



Education:
Mr. Rigdon is a mechanical engineer with a B.S. from Lamar University.



Directorships in
the past five years: None, other than our Board.

1






Denis Slavich.
Mr. Slavich has served as a director since November 2005. Mr. Slavich has over 35 years of experience in large scale
power generation development. He is currently the Group Strategic Director-Finance of Astrata Group Pte Ltd, a privately held global
telematics company headquartered in Singapore, and an international consultant, as well as an advisor and board member for a number
of additional firms. He served as a director of China Advanced Construction Materials Group, Inc., a company traded on the NASDAQ,
from September 2009 until May 2011. From 1998 to 2000, Mr. Slavich was the CFO and director of KMR Power Corporation and was
responsible for the development of this international IPP Company that developed projects in Columbia as well as other areas. From
2000 until 2002, he served as Vice President and CFO of Big Machines Inc., a software company. Mr. Slavich also served as
acting President for Kellogg Development Corporation, a division of M.W. Kellogg, during 1997. From 1991 to 1995, Mr. Slavich
was also a Vice President of Marketing for Fluor Daniel. From 1971 to 1991, Mr. Slavich served in various executive positions
at Bechtel Group including Sr. VP, CFO, and director and Sr. VP and division manager of the International Power Division. In addition
to his experience in power generation development, Mr. Slavich is experienced in finance and accounting matters and has extensive
experience with financial statements.



Education:
Mr. Slavich received his Ph.D. from Massachusetts Institute of Technology, his M.B.A. from the University of Pittsburgh and
his B.S. in Electrical Engineering from the University of California at Berkeley.



Directorships in
the past five years: Astrata Group (2011 to present) and Leading Edge Technologies (2001 to 2014).



Harry Rubin.
Mr. Rubin has served as a director since August 2006. Mr. Rubin is currently Chairman of Henmead Enterprises, in which
capacity he advises various companies regarding strategy, acquisitions and divestitures. He held board positions at a number of
private and public companies such as the A&E Network, RCA/Columbia Pictures Home Video, the Genisco Technology Corporation
and Image-Metrics Plc. He was a founding partner of the Boston Beer Company. In the 12 years prior to 2006, Mr. Rubin held
various senior management roles in the computer software industry, including Senior Executive Vice President and Chief Operating
Officer of Atari, and President of International Operations and Chief Financial Officer for GT Interactive Software. Mr. Rubin
entered the computer software business in 1993 when he became Executive VP for GT Interactive Software as a start-up company, and
played a leadership role in GT’s progression as the company went public in 1995 and became one of the largest industry players.
Prior to 1993, he held various senior financial and general management positions at RCA, GE and NBC. Through his various management
roles, Mr. Rubin has developed an in-depth knowledge and experience in strategic development that is key to our growth.



Education:
He is a graduate of Stanford University and Harvard Business School.



Directorships in
the past five years: 784 Park Avenue Realty, Inc. (December 2005 to present) and Henmead Enterprises, Inc. (1991 to present).



Ziwang Xu.
Mr. Xu has served as a director since February 2010. Mr. Xu is currently the Chairman of CXC Capital, Inc. and CXC China
Sustainable Growth Fund, companies which he founded in March of 2008 and which are based in Shanghai, China. From November of 2005
until founding CXC, he was a private investor in Shanghai and worked on the development of residential real estate projects. During
this same time, he was an Advisory Director for Goldman Sachs in Beijing, China. From 1997 through 2005, he served as a Managing
Director and Partner for Goldman Sachs in Hong Kong. He is also currently an Advisor with Clayton, Dubilier & Rice, a
member of the Board of Overseers of the Fletcher School of Law and Diplomacy at Tufts University, and Vice Chairman, Alumni Association
of Economics and Finance, of Fudan University in Shanghai, China. Additionally, he is a member of the Shanghai Comprehensive Economy
Studies Council and the Shanghai International Cultural Council. Mr. Xu’s background in overseas markets and his experience
in finance matters have provided him with valuable insights into our strategy.



Education:
He holds a B.A. from East China Normal University and an M.A. in Economics from Fudan University and an M.A. in International Business
from the Fletcher School of Law and Diplomacy at Tufts University.



Directorships in
the past five years: Shanghai Ruibo New Energy Automobile Technology Company (2010 to present), CXC Capital, Inc. (2008 to
present), and Lubao New Energy Company (2007 to present).



Charles Brown.
Mr. Brown has served as a director since July 2014. Since October 2014, he has served as President and Chief Executive Officer,
and a member of the board of directors, of Specified Air Solutions. Mr. Brown served as President and Chief Executive Officer of
Flow International, Inc., and as a member of its board of directors, from July 2007 through January 2014, when Flow International
was merged with and into Waterjet Holdings, Inc. Previously, Mr. Brown was the President and Chief Operating Officer of the Pump,
Pool and Spa Divisions at Pentair, Inc. from April 2005 through October 2006. From August 2003 to February 2005, Mr. Brown was
the President and Chief Operating Officer of the Pentair Tools Group (which was acquired by Black & Decker Corporation in 2004).
Prior to that, Mr. Brown was the President/General Manager of Aqua Glass Corporation, a Masco Corporation company, from 1996 to
August 2003. Mr. Brown has broad business experience which we believe will be an important addition to the Board.



Education:
He holds a B.A. from Cornell University in Economics and Government and an M.B.A. from J.L. Kellogg Graduate School of Management
at Northwestern University.



Directorships in
the past five years: Specified Air Solutions (October 2014 to present), Flow International (2007-2014) and Waterjet Holdings,
Inc. (January 2014 to August 2015).





2






DeLome Fair.
Ms. Fair is our President and Chief Executive Officer, a position she has held since February 2016.
She has also served as a director since such date. Ms. Fair joined our executive team in December 2014, as Senior Vice President,
Gasification Technology, and in March 2015 was additionally named President of SES Technologies, LLC.. Ms. Fair has over
25 years of experience in gasification which spans leadership positions with GE Energy and Chevron/Texaco. Prior to joining us,
Ms. Fair led GE Energy’s global team of 135 engineers in the U.S., India and China, as General Manager, Gasification &
Process Systems Technology. In that post, she was responsible for engineering to GE’s global gasification business, including
business development support, execution of customer orders, new product development, services, and project management. Previously,
Ms. Fair’s expertise in gasification and IGCC technology led to her appointment as GE’s Chief Consulting Engineer for
gasification. Her career has also included serving as Product Line Leader, Licensing Manager, and Technology Manager for gasification
in both GE and Chevron/Texaco.



Education:
Ms. Fair received her M.S. and B.S. in Chemical Engineering from the University of Kansas.



Directorships in the past five years:
None.



Executive Officers and Significant
Employees



Roger Ondreko.
Mr. Ondreko joined SES as Chief Accounting Officer, Controller and Secretary in May 2014 and became our Chief Financial Officer
in August 2014. He is a finance and accounting executive with more than 25 years’ experience in the energy sector. Prior
to joining us, he most recently served as Senior Vice President, Head of Midstream Structured Finance, of Macquarie Energy since
2009. During his tenure at Macquarie Energy, Mr. Ondreko was responsible for significant fundraising and structured financial transactions.
Previously, he was Vice President, energy finance and accounting, at Constellation Energy Group, and Senior Vice President, accounting
and finance, of El Paso Corporation, where he supervised the Transaction Structuring Group. A registered Texas CPA, Mr. Ondreko
holds a B.S. in Business Administration & Accounting from Ohio State University. On October 14,2016, Mr. Ondreko
announced his resignation from the Company effective November 4, 2016.



Francis Lau.
Mr. Lau joined us in September 2008 as Senior Vice President and Chief Technology Officer. From January 2006 until joining
us, he was Vice President of Gasification at GreatPoint Energy, in Cambridge, Massachusetts in charge of technology development.
From 1970 until joining GreatPoint, Mr. Lau was the Executive Director of Gasification and Gas Processing Center at the Gas
Technology Institute (“GTI”) in Des Plaines, Illinois. At GTI, he led research, development, demonstration, and deployment
programs aimed at clean and efficient conversion of coal, biomass, and other feedstocks to electricity, hydrogen, and clean liquid
fuels. Mr. Lau received a B.Sc. degree in Chemical Engineering from the University of Wisconsin, Madison, and M.Sc. in Chemical
Engineering from Northwestern University.



Wade Taber.
Mr. Taber is Vice President of Engineering, and joined us in January, 2016 and is responsible for
all of our Engineering, Equipment Sourcing and Operations Support for the Company. From 2007 to 2015, Mr. Taber served as Senior
Engineering Manager – Components/Technology Innovation for General Electric, where his accomplishments included more than
a dozen patented and trade secret innovations in gasification technology. Mr. Taber received GE’s Corporate Engineering Award
for his development and commercialization of GE’s Advanced Chromia Refractory, which doubled refractory life for solid feedstock
gasification. His previous positions include Senior Application Engineer – Energy Systems/Gasification with Saint-Gobain
Ceramics from 1998 to 2007, where he helped to grow Saint-Gobain’s refractories business by over $5 million in a three-year
period. Mr. Taber holds a B.S. degree in Ceramic Engineering/Materials Science from the University of Illinois, and has completed
several advanced leadership programs at The Browne Centre - University of New Hampshire.



Section 16(a) Beneficial Ownership
Reporting Compliance



Section 16(a) of the
Exchange Act requires our directors and executive officers, and persons who own more than 5% of our equity securities, to file
initial reports of ownership and reports of changes in ownership of our common stock with the SEC and to furnish us a copy of each
filed report.



To our knowledge, based
solely on review of the copies of such reports furnished to us and written representations that no other reports were required,
during the fiscal year ended June 30, 2016, our officers, directors and greater than 10% beneficial owners timely filed all
required Section 16(a) reports.



Material Changes in Director Nominations
Process



There have not been
any material changes to the procedures by which shareholders may recommend nominees to our Board.



3






Audit Committee



During the year ended
June 30, 2016, the members of the Audit Committee were Ziwang Xu, Harry Rubin, Charles Brown and Denis Slavich who serves
as Chairman. The Board has determined that Denis Slavich is an audit committee financial expert under Item 407(d) of Regulation
S-K of the SEC. All of the members of the Audit Committee were and are independent within the meaning of Rule 5605 of the NASDAQ
Listing Rules. The Audit Committee operates under a written charter adopted by the Board which is available under “Corporate
Governance” at the “Investor Center” section of our website at www.synthesisenergy.com. The Audit Committee
met eight times during the year ended June 30, 2016.



The primary purpose
of the Audit Committee is to assist the Board in overseeing: (a) the integrity of our financial statements, (b) our compliance
with legal and regulatory requirements, (c) the qualifications and independence of the independent registered public accountants
and (d) the performance of our internal auditors (or other personnel responsible for the internal audit function).



Code of Ethics



We have adopted a
Code of Business and Ethical Conduct that applies to all of our employees, as well as each member of our Board. The Code of Business
and Ethical Conduct is available under “Corporate Governance” at the “Investor Center” section of our website
at www.synthesisenergy.com. We intend to post amendments to or waivers from the Code of Business and Ethical Conduct (to
the extent applicable to our principal executive officer, principal financial officer or principal accounting officer) at this
location on our website.



Corporate Governance



The charters for our
Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and our Code of Business and Ethical
Conduct are available under “Corporate Governance” at the “Investor Center” section of our website at www.synthesisenergy.com.
Copies of these documents are also available in print form at no charge by sending a request to Roger Ondreko, our Chief Financial
Officer and Corporate Secretary, Synthesis Energy Systems, Inc., Three Riverway, Suite 300, Houston, Texas 77056, telephone (713) 579-0600.



Item 11. Executive Compensation.



Summary Compensation Table



The following table
provides information concerning compensation paid or accrued during the fiscal years ended June 30, 2016, 2015 and 2014 to
each person who served as our principal executive officer during the year ended June 30, 2016, and our principal financial officer,
to whom we sometimes refer together as our “named executive officers.”



|Name and Principal Position  |  | Year |      | Salary |  | Bonus |         | Stock Awards |  | OptionAwards (1) |         | Non-Equity Incentive Plan Compensation |  | All Other Compensation |   | Total
|---------------------------- |  | ---- | ---- | ------ |  | ----- | ------- | ------------ |  | ---------------- | ------- | -------------------------------------- |  | ---------------------- | - | -----
|                             |  |      |      |        |  |       |         |              |  |                  |         |                                        |  |                        |   |      
|DeLome Fair                  |  |      | 2016 |        |  | $     | 268,750 |              |  | $                | 20,000  |                                        |  | $                      | — |      
|President and CEO (2)        |  |      | 2015 |        |  | $     | 107,603 |              |  | $                | 50,000  |                                        |  | $                      | — |      
|                             |  |      |      |        |  |       |         |              |  |                  |         |                                        |  |                        |   |      
|Roger Ondreko                |  |      | 2016 |        |  | $     | 300,000 |              |  | $                | —       |                                        |  | $                      | — |      
|Chief Financial Officer and  |  |      | 2015 |        |  | $     | 291,667 |              |  | $                | —       |                                        |  | $                      | — |      
|Corporate Secretary (3)      |  |      | 2014 |        |  | $     | 26,042  |              |  | $                | —       |                                        |  | $                      | — |      
|                             |  |      |      |        |  |       |         |              |  |                  |         |                                        |  |                        |   |      
|Robert Rigdon                |  |      | 2016 |        |  | $     | 162,000 |              |  | $                | 75,000  |                                        |  | $                      | — |      
|Former President and CEO (4) |  |      | 2015 |        |  | $     | 274,500 |              |  | $                | 120,000 |                                        |  | $                      | — |      
|                             |  |      | 2014 |        |  | $     | 240,000 |              |  | $                | 60,000  |                                        |  | $                      | — |      

____________________

| | (1) | The amounts in the “Option Awards” column reflect the aggregate grant date fair value
of awards pursuant to our 2015 Long Term Incentive Plan (the “2015 Plan”) and Amended and Restated 2005 Incentive Plan,
as amended (the “2005 Plan”), for the fiscal years ended June 30, 2016, 2015 and 2014, in accordance with ASC
718. Assumptions used in the calculation of these amounts are included in “Note 11—Equity” to our audited financial
statements for the fiscal year ended June 30, 2016 included in our Annual Report on Form 10-K for the year ended June 30,
2016. However, as required, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | In December 2014, DeLome Fair joined our executive team as Senior
Vice President, Gasification Technology. As a result she earned no compensation from us during the year ended June 30, 2014. In
March 2015, Ms. Fair was additionally named President of SES Technologies, LLC, one of our wholly owned subsidiaries. In
February 2016, Ms. Fair was named our President and Chief Executive Officer.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4






| | (3) | In May 2014, Roger Ondreko was hired as our Chief Accounting Officer, Controller and Secretary
Mr. Ondreko became our Chief Financial Officer effective August 22, 2014. On October 14,2016, Mr. Ondreko announced
his resignation from the Company effective November 4, 2016.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Robert Rigdon served as our President and Chief Executive Officer through February 2016.
| | --- | ----------------------------------------------------------------------------------------



Compensation Summary



Compensation Philosophy and Objectives



Our philosophy in establishing
executive compensation policies and practices is to align each element of compensation with our short-term and long-term strategic
objectives, while providing competitive compensation that enables us to attract and retain top-quality executive talent



The primary objectives
of our compensation policies and practices for our named executive officers for the fiscal years ended June 30, 2016 and June 30,
2015 are to:



| | · | Attract, retain, motivate and reward highly qualified and competent executives who have extensive
industry experience through a mix of base salary, cash incentives and long-term equity incentives that recognize individual and
company performance; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Provide incentives to increase and maximize stockholder value by emphasizing equity-based compensation
to more closely align the interests of executives with those of our stockholders.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have adopted this
philosophy because we believe that it is critical to our continued success and the achievement of our short-term and long-term
goals and objectives as a company for our stockholders.



Administration



Our executive compensation
program is administered by the Compensation Committee in accordance with its charter and other corporate governance requirements
of the SEC and The NASDAQ Stock Market.



The Compensation Committee
has in the past engaged, and may in the future engage, compensation consultants familiar with our industry to advise the Compensation
Committee regarding certain compensation issues. The assignments of the consultants are determined by the Compensation Committee,
although management may have input into these assignments. In August 2015, the Compensation Committee retained Meridian Compensation
Partners LLC as its independent compensation consultant to assist and advise the Compensation Committee with respect to determinations
of future director compensation. The firm was selected by the Committee based on its reputation and expertise. In connection with
the appointment of MCP as the Compensation Committee’s compensation consultant, the Compensation Committee determined that
MCP was independent based on criteria prescribed by the NASDAQ Listing Rules. MCP reports directly to, and takes its direction
from, the Compensation Committee. However, the Compensation Committee does not specifically direct MCP on how to perform its scope
of services. MCP assisted the Compensation Committee by providing updates on relevant trends and developments in director compensation;
assessing the company’s peer group and the competitiveness of pay levels and practices for directors; and reviewing the compensation
of non-employee directors.



The Compensation Committee
determines the total compensation (including the nature and amount of each element of the compensation) of Ms. Fair (and prior
to February 2016, Mr. Rigdon), as our President and Chief Executive Officer. Ms. Fair (and prior to February 2016, Mr. Rigdon)
plays a key role in determining executive compensation for the other officers. Ms. Fair (and prior to February 2016, Mr. Rigdon)
attends the meetings of the Compensation Committee regarding executive compensation and discusses her recommendations with the
Compensation Committee, including the evaluation of the performance of the other named executive officers in arriving at her recommendations,
which are based on the direct evaluation of such executives by our President and Chief Executive Officer, after receiving input
from the peers of such executives and others, if necessary. These recommendations are considered by the Compensation Committee,
along with other relevant data, in determining the total compensation program for such executives.



Compensation Program



Based on and consistent
with the philosophy and objectives stated above, our current executive compensation program and its historical programs and practices
consist of the following elements:



·Base salary;

5






·Cash incentive awards;



·Long-term equity incentive awards;



·Post-employment benefits; and



·Benefits and perquisites.



We have chosen these
elements to remain competitive in attracting and retaining executive talent and to provide strong incentives for consistent high
performance with current and potential financial rewards. The compensation packages of the named executive officers are intended
to be evenly balanced among the various elements. The goal of this policy was and continues to be to attract and retain the executives
to ensure our long term success. We also provide employee benefits such as health, dental and life insurance at no cost to the
named executive officers pursuant to plans that are generally available to our employees. We think our mix of compensation instills
in our executives the importance of achieving our short-term and long-term business goals and objectives and thereby increasing
stockholder value.



Consistent with our
total executive compensation philosophy set forth above, in setting executive compensation the Compensation Committee considers
the total compensation payable to a named executive officer and each form of compensation. The Compensation Committee seeks to
achieve a balance between immediate cash rewards for the achievement of company-wide objectives and individual objectives, and
long-term incentives that vest over time and that are designed to align the interests of our named executive officers with those
of our stockholders.



Additional details
regarding each element of our executive compensation program are as follows:



Base Salaries.
The base salary range for the named executive officers was established by the Compensation Committee. Base salary is viewed as
a less significant element of compensation than long-term equity, so the levels are less than those of peer companies. The Compensation
Committee approves all increases in base salary for our named executive officers in advance. The Compensation Committee reviews
salaries of executive officers at periodic intervals and awards increases, if appropriate. In assessing the amount and timing of
salary adjustments, if any, the Compensation Committee considers changes in functions and responsibilities, if any, competitive
salaries and peer comparisons, and relative employment positions. The Compensation Committee may also consider elements of individual
performance in future salary adjustments, but to this point, has not done so. Base salaries for all named executive officers for
the fiscal years ended June 30, 2014, 2015 and 2016, as applicable, are shown in the “Salary” column of the Summary
Compensation Table below.



Cash Incentive Compensation.
The named executive officers are each eligible for consideration for cash incentive compensation awards under the terms of their
employment agreements as described under “—Employment Agreements” below, within the discretion of the Compensation
Committee, which is common among the peer group noted above. The awards are intended to link cash incentive compensation to achievement
of our short-term business objectives and stockholders’ interests as a whole and would be based on objective performance
measures, thresholds and goals. In an effort to conserve our cash resources, during fiscal 2014, 2015 and 2016, no thresholds or
goals were established and no performance-based incentive bonuses were paid to the named executive officers, other than a $40,000
bonus paid to Charles Costenbader, our former Chief Financial Officer, in August 2014 for services performed during the year ended
June 30, 2014.



Long-Term Equity
Incentive Compensation. The Compensation Committee provides stock or equity incentives and rewards to executive officers in
order to link the executive’s long term interests to those of our stockholders and to encourage stock ownership by executives
as a means of aligning the executives’ long term interests with those of our stockholders. The analysis of awards by the
Compensation Committee is based upon an overall review of the performance of us and our management and the Compensation Committee’s
assessment of the appropriate level of long-term equity incentive compensation. The Compensation Committee does not follow a specific
process or necessarily consider objective or the same factors when making its overall review of our performance.



The 2015 Plan is maintained
with the objectives of (i) attracting and retaining selected key employees, consultants and outside directors; (ii) encouraging
their commitment; (iii) motivating superior performance; (iv) facilitating attainment of ownership interests in us; (v) aligning
personal interests with those of our stockholders; and (vi) enabling grantees to share in our long-term growth and success.



The Compensation Committee
exercises its discretion in determining the mix between and among awards of incentive stock options, non-qualified stock options
and restricted stock. To date, the only incentive awards granted to the named executive officers by the Compensation Committee
have been stock options. The exercise price of stock options is based on the fair market value of a share of our common stock on
the date of grant, which, under the 2015 Plan, is the closing sales price on that date of a share of our common stock as reported
on The NASDAQ Stock Market.



6






Currently, stock options
granted under the 2015 Plan vest ratably on the first, second, third and fourth anniversaries of the grant date so that the options
are fully vested after four years, except that in limited circumstances, we have granted stock options vesting in four quarterly
installments over twelve months to our directors and granted stock options with modified vesting to executive officers who elected
to exchange base salary for incentive compensation. Stock option grants are available for exercise for ten years from the date
of grant. Since stock options are priced at fair market value on the date of grant, the options will only have value to the grantee
if the market price of our common stock increases after the grant of the option.



Post-Employment
Benefits. We have entered into employment agreements with our executive officers which provide for the payment of severance
and other post-termination benefits depending on the nature of the termination, including, in some cases, severance payments in
the event of a termination following a “change in control.” The Compensation Committee believes that the terms and
conditions of these agreements are reasonable and assist us in retaining the executive talent needed to achieve our objectives.
In particular, the agreements, in the event of a “change in control,” help executives focus their attention on the
performance of their duties in the best interests of the stockholders without being concerned about the consequences to them of
a change in control and help promote continuity of senior management. Information regarding the specific payments that are applicable
to each termination event, as well as the effect on unvested equity awards, is provided under the heading “—Potential
Payments Upon Termination or Change of Control” below.



Benefits and Executive
Perquisites. As our executives and employees, the named executive officers are eligible to participate in the health, dental,
short-term disability and long-term disability insurance plans and programs provided to all company employees. Named executive
officers are also eligible to participate in our 401(k) plan, which is generally available to all of our employees.



Employment Agreements



On February 15, 2016,
we entered into an Amended and Restated Employment Agreement with Ms. Fair, which replaced his employment agreement dated
December 8, 2015. She is entitled to receive an annual base salary of up to $350,000 and a bonus targeted to $150,000 payable within
two and a half months after a given year based on achievement of certain annual performance goals and objectives approved by the
Compensation Committee. As part of the agreement Ms. Fair received stock options to acquire 300,000 shares of our common stock
vesting over four years in 25% increments on each anniversary date of the agreement. Ms. Fair is also eligible to receive additional
share based compensation awards at the sole discretion of the Compensation Committee. The employment agreement prohibits Ms. Fair
from competing with us during her employment and for a period of twenty-four months thereafter and is also prohibited from soliciting
our employees for a period of twenty-four months after the termination of her employment. Ms. Fair is also subject to confidentiality
and non-disparagement obligations. Payments under the agreement to Ms. Fair in connection with her termination or a change of control
are described below under “–Potential Payments Upon Termination or Change of Control.”



Effective May 26, 2014,
we entered into an employment letter with Roger Ondreko as our newly hired Chief Accounting Officer, Controller and Secretary.
Mr. Ondreko’s employment is terminable by either us or Mr. Ondreko at any time, upon 30 days written notice. Mr. Ondreko
is entitled to receive annual base compensation of $250,000. Mr. Ondreko is also eligible for an annual performance bonus as may
be awarded in the sole discretion of the Compensation Committee. Mr. Ondreko’s base compensation is subject to increase in
the discretion of the Compensation Committee. The letter prohibits Mr. Ondreko from competing with us during his employment and
for a period of twenty four months thereafter and is also prohibited from soliciting our employees for a period of twenty four
months after the termination of his employment. Mr. Ondreko is also subject to confidentiality and non-disparagement obligations.
Effective August 22, 2014, the Board appointed Mr. Ondreko as our Chief Financial Officer, and in connection therewith, Mr. Ondreko’s
salary was increased by $50,000 to $300,000. Payments under the letter to Mr. Ondreko in connection with his termination or
a change of control are described below under “–Potential Payments Upon Termination or Change of Control.” On
October 14,2016, Mr. Ondreko announced his resignation from the Company effective November 4, 2016.



Potential Payments upon Termination
or Change of Control



Pursuant to the terms
of Ms. Fair’s employment agreement, upon a termination without cause (as defined in the employment agreement) or a voluntary
termination for good reason (as defined in the employment agreement), and provided that she executes a release, Ms. Fair is entitled
to receive (i) a severance payment of up to twelve months of base salary, (ii) continued health benefits through the earlier of
(a) twelve months after her termination or (b) until she is eligible to participate in the health insurance plan of another employer
(provided such benefits are substantially similar to what Ms. Fair received from us) and (iii) payment of any other salary or bonus
that she would have been otherwise entitled to receive under the employment agreement as of the date of the termination. In addition,
all unvested options shall automatically vest as of the termination date. If the employment agreement is terminated for any reason
(other than by Ms. Fair without good reason or by us for cause) within sixty days of a change of control (as defined in the employment
agreement), Ms. Fair is entitled to receive the same severance and benefits as she would receive if she was terminated without
cause by us.



7






Pursuant to the terms
of Mr. Ondreko’s employment, upon (a) a termination without cause (as defined in the letter), (b) a voluntary termination
for good reason (as defined in the letter) or (c) a termination for any reason, other than us for cause, within 60 days of a change
of control (as defined in the letter), and provided that he executes a release, Mr. Ondreko is entitled to receive (i) a severance
payment of up to six months of base salary (such payments shall cease once he secures new employment), (ii) continued health benefits
through the earlier of (x) twelve months after his termination or (y) until he is eligible to participate in the health insurance
plan of another employer (provided such benefits are substantially similar to what Mr. Ondreko received from us) and (iii) payment
of any other salary or bonus that he would have been otherwise entitled to receive under the letter as of the date of the termination.
In addition, all unvested options shall automatically vest as of the termination date.



Upon a voluntary termination
without good reason, termination for cause, death or disability, Ms. Fair and Mr. Ondreko would not be entitled to receive benefits
from us except that in the case of the death or disability of any of Ms. Fair and Mr. Ondreko, all unvested options shall
automatically vest as of the termination date.



The following tables
further describe the potential payments upon termination or a change in control for Ms. Fair and Mr. Ondreko. Because Mr. Rigdon
ceased serving as an executive officer in February 2016, we do not present information on potential payments to him.



DeLome Fair

Chief Executive Officer and President





|Executive Benefits and  Payments Upon Termination (1) |  | Voluntary Termination ($) |   | Voluntary Termination for Good Reason ($) |  | For Cause Termination ($) |         | Involuntary Not for Cause Termination ($) |  | Death or Disability ($) |   | After aChange inControl (2)($)
|----------------------------------------------------- |  | ------------------------- | - | ----------------------------------------- |  | ------------------------- | ------- | ----------------------------------------- |  | ----------------------- | - | ------------------------------
|Compensation                                          |  |                           |   |                                           |  |                           |         |                                           |  |                         |   |                               
|Severance (3)                                         |  | $                         | — |                                           |  | $                         | 350,000 |                                           |  | $                       | — |                               
|Performance bonus                                     |  |                           | — |                                           |  |                           | —       |                                           |  |                         | — |                               
|Stock Options (Unvested and Accelerated)(4)           |  |                           | — |                                           |  |                           | —       |                                           |  |                         | — |                               
|                                                      |  |                           |   |                                           |  |                           |         |                                           |  |                         |   |                               
|Benefits and Perquisites                              |  |                           |   |                                           |  |                           |         |                                           |  |                         |   |                               
|Health and Welfare Benefits Continuation (5)          |  |                           | — |                                           |  |                           | 23,473  |                                           |  |                         | — |                               
|Tax Gross-up                                          |  |                           | — |                                           |  |                           | —       |                                           |  |                         | — |                               
|Total                                                 |  | $                         | — |                                           |  | $                         | 373,473 |                                           |  |                         | — |                               



Roger Ondreko

Chief Accounting Officer/

Chief Financial Officer(6)



|Executive Benefits and Payments Upon Termination (1) |  | Voluntary Termination ($) |   | Voluntary Termination for Good Reason ($) |  | For Cause Termination ($) |         | Involuntary Not for Cause Termination  ($) |  | Death or Disability ($) |   | After aChange inControl (2)($)
|---------------------------------------------------- |  | ------------------------- | - | ----------------------------------------- |  | ------------------------- | ------- | ------------------------------------------ |  | ----------------------- | - | ------------------------------
|Compensation                                         |  |                           |   |                                           |  |                           |         |                                            |  |                         |   |                               
|Severance (3)                                        |  | $                         | — |                                           |  | $                         | 150,000 |                                            |  | $                       | — |                               
|Annual Cash Incentive                                |  |                           | — |                                           |  |                           | —       |                                            |  |                         | — |                               
|Stock Options (Unvested and Accelerated)(4)          |  |                           | — |                                           |  |                           | —       |                                            |  |                         | — |                               
|Benefits and Perquisites                             |  |                           |   |                                           |  |                           |         |                                            |  |                         |   |                               
|Health and Welfare Benefits Continuation (5)         |  |                           | — |                                           |  |                           | —       |                                            |  |                         | — |                               
|Tax Gross-up                                         |  |                           | — |                                           |  |                           | —       |                                            |  |                         | — |                               
|Total                                                |  | $                         | — |                                           |  | $                         | 150,000 |                                            |  | $                       | — |                               

____________________

| | (1) | For purposes of this analysis, we assumed that the effective date of termination is June 30,
2016 and that the executive’s compensation is as follows: Ms Fair’s base salary is equal to $350,000; and Mr. Ondreko’s
base compensation is equal to $300,000. We have also assumed no performance bonus for Ms. Fair and Mr. Ondreko due to the fact
that the payment of such bonus is solely within the discretion of the Compensation Committee and that there were no non-contractual
performance bonuses paid during fiscal year 2016.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8






| | (2) | “After a Change in Control” means a termination for any reason (other than by us for
cause) within 60 days of a change in control.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | (3) | Under “Voluntary Termination for Good Reason,” “Involuntary Not for Cause Termination”
and “After a Change in Control,” severance under the agreements of Mr. Ondreko is six months of base salary unless
sooner hired by another employer, and severance under Ms. Fair’s agreement is one year of base salary as in effect at
the time of termination unless sooner hired by another employer.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Pursuant to the terms of their employment agreements, under “Voluntary Termination for Good
Reason,” “Involuntary Not for Cause Termination” or “After a Change in Control”, the vesting of all
outstanding stock options will be accelerated and all stock options shall be 100% vested on the date of termination of employment
or on the effective date of the “change in control,” as applicable.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Health and Welfare Benefits Continuation is calculated as 12 months of reimbursement of COBRA premiums
under “Involuntary Not for Cause Termination,” “Voluntary Termination for Good Reason” and “After
a Change in Control.” Such benefits payable will cease prior to the end of 12 months if the executive is eligible to participate
in the health insurance plan of another employer, provided that such benefits are substantially similar to what was received from
us.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | On October 14,2016, Mr. Ondreko announced his resignation from the Company effective
November 4, 2016.
| | --- | ------------------------------------------------------------------------------------------------------



Outstanding Equity Awards for Year Ended June 30, 2016



The following table
shows the number of shares covered by exercisable and unexercisable options held by our named executive officers on June 30,
2016. Each of the awards in the table was made under the 2015 Plan and 2005 Plan.



|                  |  | Option Awards                                                       |         | Stock Awards                                                         
|----------------- |  | ------------------------------------------------------------------- | ------- | ---------------------------------------------------------------------
|Name              |  | Number of Securities Underlying Unexercised Options (#) Exercisable |         | Number of Securities Underlying Unexercised Options (#) Unexercisable
|(a)               |  | (b)                                                                 |         | (c)                                                                  
|DeLome Fair       |  |                                                                     | 100,000 |                                                                      
|                  |  |                                                                     | 6,250   |                                                                      
|                  |  |                                                                     | 75,000  |                                                                      
|Roger Ondreko     |  |                                                                     | 50,000  |                                                                      
|                  |  |                                                                     | 100,000 |                                                                      
|Robert
Rigdon (6) |  |                                                                     | 43,750  |                                                                      
|                  |  |                                                                     | 43,750  |                                                                      
|                  |  |                                                                     | 37,500  |                                                                      
|                  |  |                                                                     | 100,000 |                                                                      
|                  |  |                                                                     | 200,000 |                                                                      
|                  |  |                                                                     | 246,538 |                                                                      
|                  |  |                                                                     | 175,000 |                                                                      
|                  |  |                                                                     | 100,000 |                                                                      

____________________

| | (1) | On January 6, 2015, Ms. Fair received an option exercisable for 200,000 shares of common stock at an exercise price of $0.92.
The option vests in four equal installments, with the first installment vesting on the date of grant and then vesting yearly thereafter
on each January 6, 2016, 2017, and 2018.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9




| | (2) | On March
9, 2015, Ms. Fair received an option exercisable for 25,000 shares of common stock at an exercise price of $0.76. The option vests
in four equal installments on each March 9, 2016, 2017, 2018, and 2019.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | On February 15, 2016, Ms. Fair received an option exercisable for 300,000 shares of common stock at an exercise price of $0.68.
The option vests in four equal installments, with the first installment vesting on the date of grant and then vesting yearly thereafter
on each February 15, 2017, 2018, and 2019.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | On May 29, 2014, Mr. Ondreko received an option exercisable for 50,000 shares of common stock at an exercise price of $1.55.
The option vested in full on the grant date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | On May 29, 2014, Mr. Ondreko received an option exercisable for 150,000 shares of common stock at an exercise price of $1.55.
The option vests in three equal installments, with the installments vesting yearly on May 29, 2015, 2016, and 2017.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Mr. Rigdon ceased serving as our President and Chief Executive Officer in February 2016.
| | --- | ----------------------------------------------------------------------------------------



| | (7) | 25,000 shares of this option was forfeited as of February 15, 2016, as the result of Mr. Rigdon’s employment status change
mentioned above.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



Director Compensation



In March 2016 the
Board approved compensation for calendar year 2016 for our directors. Non-executive directors who served as chair of a Board committee
received an annual grant of stock options with an aggregate value of $114,242 and all other non-executive directors received an
annual grant of stock options with an aggregate value of $103,857, in each case based on a fair market valuation and the exercise
price in the grant, while non-independent, executive directors received no compensation for their service on the Board. The options
vest as to 25% of the shares on each of March 31, June 30, September 30 and December 31 of 2016.
The exercise price was determined based on the closing price on the date of the grant. Mr. Lamadrid also was awarded $60,000 for
compensation as the Chairman of the Board with the cash compensation will be paid quarterly beginning with the quarter ended March
31, 2016.



The following
table summarizes the annual compensation for our non-employee directors during the year ended June 30, 2016:



|Name (a)         |  | Fees Earned or Paid in Cash (b) |        | Stock Awards (1) 
    (c) |  | Option Awards(1) (2) (d) |   | Non-Equity Incentive Plan Compensation (e) |  | Nonqualified Deferred Compensation Earnings (f) |         | All Other Compensation (g) |  | Total (h)
|---------------- |  | ------------------------------- | ------ | ------------------------- |  | ------------------------ | - | ------------------------------------------ |  | ----------------------------------------------- | ------- | -------------------------- |  | ---------
|Lorenzo Lamadrid |  | $                               | 30,000 |                           |  |                          | — |                                            |  | $                                               | 114,242 |                            |  |          
|Robert Rigdon    |  | $                               | —      |                           |  |                          | — |                                            |  | $                                               | 103,857 |                            |  |          
|Denis Slavich    |  | $                               | —      |                           |  |                          | — |                                            |  | $                                               | 114,242 |                            |  |          
|Harry Rubin      |  | $                               | —      |                           |  |                          | — |                                            |  | $                                               | 114,242 |                            |  |          
|Ziwang Xu        |  | $                               | —      |                           |  |                          | — |                                            |  | $                                               | 103,857 |                            |  |          
|Charles Brown    |  | $                               | —      |                           |  |                          | — |                                            |  | $                                               | 103,857 |                            |  |          

____________________

| | (1) | The amounts in the “Stock Awards” and “Option Awards” column reflect the
aggregate grant date fair value for the fiscal year ended June 30, 2016, in accordance with ASC 718. Assumptions used in the
calculation of these amounts are included in “Note 11—Equity” to our audited financial statements for the fiscal
year ended June 30, 2016 included in our Annual Report on Form 10-K for the year then ended. However, as required, the amounts
shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | As of June 30, 2016, Messrs. Lamadrid, Rigdon, Slavich, Rubin, Xu, and Brown had outstanding
options exercisable for a total of 963,772, 925,554, 1,063,772, 1,038,772, 710,423 and 355,051 shares of common stock, respectively.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Represents compensation paid to Messrs. Lamadrid and Rigdon as pursuant to consulting agreements
described below.
| | --- | -----------------------------------------------------------------------------------------------------------------



Mr. Lamadrid has
a consulting agreement with us for his service to us. The agreement was initially for a four-year term effective August 1,
2006 and was extended for an additional three years in August 2010. In April 2014, the agreement was extended through December
2014 and then to be automatically renewed for successive one year terms on each anniversary unless written notice of non-renewal
is delivered by us at least 30 days before the end of the term. As of June 30, 2016, the agreement is still in place.



Mr. Rigdon has
a consulting agreement with us for his service to us. The agreement is for a one year term effective February 15, 2016. As part
of this agreement, Mr. Rigdon receives a monthly consulting fee of $15,000 per month for the first six months of the term
and $10,000 per month for the last six months of his term. In October 2016, his agreement was modified to compensate Mr. Rigdon
$15,000 per month for the remainder of his agreement.



10




Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.



The following table
sets forth information with respect to the beneficial ownership of our common stock as of September 30, 2016, by:



| | · | each person who is known by us to beneficially own 5% or more of the outstanding class of our capital
stock;
| | - | ------------------------------------------------------------------------------------------------------------

| | · | each member of the Board;
| | - | -------------------------

| | · | each of our executive officers; and
| | - | -----------------------------------

| | · | all of our directors and executive officers as a group.
| | - | -------------------------------------------------------



Beneficial ownership
is determined in accordance with the rules of the SEC. To our knowledge, each of the holders of capital stock listed below has
sole voting and investment power as to the capital stock owned unless otherwise noted.



|Name and Address of Beneficial Owner                                                          |  | Numbers of Shares of Common Stock Beneficially Owned |            | % of Common StockOutstanding (1)
|--------------------------------------------------------------------------------------------- |  | ---------------------------------------------------- | ---------- | --------------------------------
|Paulson & Co., Inc.(2)                                                                        |  |                                                      |            |                                 
|1251 Avenue of the Americas New York City, New York 10020                                     |  |                                                      | 10,000,000 |                                 
|                                                                                              |  |                                                      |            |                                 
|Hongye International Investment Group Co., Ltd. (3)                                           |  |                                                      |            |                                 
|Haibowan District Wuhai City Inner Mongolia Autonomous Region Area People’s Republic of China |  |                                                      | 6,175,093  |                                 
|                                                                                              |  |                                                      |            |                                 
|Credit Suisse(5)                                                                              |  |                                                      |            |                                 
|Uetlibergstrasse 231 Zurich, Switzerland V8 8070                                              |  |                                                      | 4,965,783  |                                 
|                                                                                              |  |                                                      |            |                                 
|Andrew M. Lessman (4)                                                                         |  |                                                      |            |                                 
|430 Parkson Road Henderson, Nevada 89015                                                      |  |                                                      | 4,599,699  |                                 
|                                                                                              |  |                                                      |            |                                 
|Lorenzo Lamadird (6)                                                                          |  |                                                      | 4,240,703  |                                 
|Robert Rigdon (7)                                                                             |  |                                                      | 1,117,077  |                                 
|Harry Rubin(8)                                                                                |  |                                                      | 1,198,903  |                                 
|Denis Slavich (9)                                                                             |  |                                                      | 1,173,903  |                                 
|Ziwang Xu (10)                                                                                |  |                                                      | 786,603    |                                 
|Charles Brown (11)                                                                            |  |                                                      | 394,564    |                                 
|DeLome Fair (12)                                                                              |  |                                                      | 181,250    |                                 
|Roger Ondreko (13)                                                                            |  |                                                      | 150,000    |                                 
|Executive Officers and Directors as a group (8 persons)                                       |  |                                                      | 9,243,003  |                                 

____________________

| | * | Less than 1%
| | - | ------------



| | (1) | Based on 87,044,085 shares outstanding as of September 30, 2016.
| | --- | ----------------------------------------------------------------



| | (2) | Based on a Schedule 13G filed by Paulson & Co. Inc. on April 24, 2015. Paulson
& Co. Inc. (“Paulson”), an investment advisor that is registered under the Investment Advisors Act of 1940, and
its affiliates furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts (such
investment funds and accounts, the “Funds”).  In its role as investment advisor, or manager, Paulson possesses
voting and/or investment power over the securities described in the schedule that are owned by the Funds.  All securities
reported in the schedule are owned by the Funds.  Paulson disclaims beneficial ownership of such securities.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Mr. Gao is the Chairman and President of Hongye and has sole voting and disposition control
over these shares.
| | --- | --------------------------------------------------------------------------------------------------------------



11






| | (4) | Based on a Schedule 13G filed by Mr. Lessman on August 18, 2015. As of the date of such filing,
Mr. Lessman may be deemed the beneficial owner of 4,599,659 shares. This amount excludes 1,388,889 shares underlying warrants held
by Mr. Lessman, which are subject to a blocker that restricts their exercise to the extent that the acquisition of the underlying
shares would result in Mr. Lessman owning more than 4.99% of shares outstanding, unless 61 days advance notice is provided to us.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Based on a Schedule 13G filed by Credit Suisse AG on February 16, 2016. Credit Suisse AG(“Credit Suisse”), an investment advisor that is registered under the Investment Advisors Act of 1940, and its affiliates
furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts (such investment funds
and accounts, the “Funds”).  In its role as investment advisor, or manager, Credit Suisse possesses voting
and/or investment power over the securities described in the schedule that are owned by the Funds.  All securities reported
in the schedule are owned by the Funds.  Credit Suisse disclaims beneficial ownership of such securities.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes 1,007,236 shares of common stock issuable upon the exercise of options which are currently
exercisable or exercisable within 60 days.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Includes 1,065,077 shares of common stock issuable upon the exercise of options which are currently
exercisable or exercisable within 60 days.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Includes 1,082,236 shares of common stock issuable upon the exercise of options which are currently
exercisable or exercisable within 60 days.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Includes 1,107,236 shares of common stock issuable upon the exercise of options which are currently exercisable or exercisable
within 60 days.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Includes 749,936 shares of common stock issuable upon the exercise of options which are currently exercisable or exercisable
within 60 days.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Includes 394,564 shares of common stock issuable upon the exercise of options which are currently exercisable or exercisable
within 60 days.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Includes 181,250 shares of common stock issuable upon the exercise of options which are currently exercisable or exercisable
within 60 days.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Includes 150,000 shares of common stock issuable upon the exercise of options which are currently exercisable or exercisable
within 60 days.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------



Securities Authorized For Issuance Under Equity Compensation
Plans



The following table
sets forth information regarding our existing equity compensation plans as of June 30, 2016.



|                                                           |  | Equity Compensation Plan Information                                                           
|---------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------
|Plan
                                         Category     |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|Equity compensation plans approved by security holders (1) |  |                                                                                                
|Equity compensation plans not approved by security holders |  |                                                                                                
|Total as of June 30, 2016                                  |  |                                                                                                

____________________

| | (1) | Consists of the 2015 and 2005 Plans.                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (2) | Of the total 21,000,000 shares under the 2015 Plan and 2005 Plan, options to acquire 10,215,447
shares of common stock were outstanding at June 30, 2016 and 275,096 shares of restricted stock awarded but not vested as of June
30, 2016. There are a total of 589,066 shares of restricted stock had been granted under the 2015 and 2005 Plans. No future awards
will be made under the 2005 Plan.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (3) | As of June 30, 2016, warrants to acquire up to 5,748,160 shares of our common stock were outstanding
to consulting firms (Crystal Vision Energy Limited,Market Development Consulting Group, Inc.,
ILL-Sino Development and TR Winston & Company LLC).                                                                                                                                                



12






Item 13. Certain Relationships and Related Transactions,
and Director Independence.



Certain Relationships and Related Party
Transactions



Lorenzo Lamadrid,
the Chairman of the Board, and Robert Rigdon, the Vice Chairman of the Board and our former President and Chief Executive Officer,
each have a consulting agreement with us, as disclosed under “Executive and Director Compensation—Director Compensation.”



The Audit Committee
is required to approve all related party transactions regardless of the dollar amount. In assessing a related party transaction,
the Audit Committee considers such factors as it deems appropriate including, without limitation, (i) the benefits to us of
the transaction; (ii) the commercial reasonableness of the terms of the related party transaction; (iii) the materiality
of the related party transaction to us; (iv) the extent of the related party’s interest in the related party transaction;
and (v) the actual or apparent conflict of interest of the related party participating in the related party transaction.



Each of the directors
on the Audit, Nominating and Corporate Governance Committees, respectively, is independent within the meaning of Rule 5605 of the
NASDAQ Listing Rules



Director Independence



The Board has determined
that the following members are independent within the meaning of Rule 5605 of the NASDAQ Listing Rules: Lorenzo Lamadrid, Denis
Slavich, Harry Rubin, Xu Ziwang and Charles Brown.



Item 14. Principal Accounting Fees and Services.



Independent Registered Public Accountant Fees



In the years ended
June 30, 2016 and June 30, 2015, BDO USA LLP provided services in the following categories and amounts:





|                   |  | June 30, 2016 |         | June 30, 2015
|------------------ |  | ------------- | ------- | -------------
|Audit Fees         |  | $             | 461,559 |              
|Audit-Related Fees |  |               | 32,600  | (1)          
|Tax Fees           |  |               | —       |              
|All Other Fees     |  |               | —       |              
|Total              |  | $             | 494,159 |              



| | (1) | The Audit Committee pre-approved 100% of the services rendered in connection with the Audit-Related Fees for the fiscal year
ended June 30, 2016.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------



Policy on Audit Committee Pre-Approval
of Audit and Non-Audit Services of Independent Registered Public Accountants



The Audit Committee’s
policy is to pre-approve all audit and non-audit services provided by the independent registered public accountants. These services
may include audit services, audit-related services, tax services and other services subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion
of the audit. Alternatively, the engagement of the independent registered public accountants may be entered into pursuant to pre-approval
policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular
services and the Audit Committee is informed of each service. The Audit Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit
services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at
its next scheduled meeting.



13








Item 15. Exhibits and Financial Statement Schedules



| | 1. | Financial Statements.Reference is made to the Index to Consolidated Financial Statements
at Item 7 of this Annual Report on Form 10-K.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Financial Statement Schedules.All schedules are omitted because they are not applicable
or the required information is shown in the financial statements or the notes to the financial statements.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Exhibits.
| | -- | ---------





|Number |  | Description
    of Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1    |  | Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on January 31, 2007).                                                                                                                                                                                                                                                                   
|3.2    |  | Certificate of Amendment to the Certificate of Incorporation of the Company dated effective December 16, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 17, 2009).                                                                                                                                                                                                                                       
|3.3    |  | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on March 30, 2007).                                                                                                                                                                                                                                                   
|3.4    |  | Certificate of Amendment to the Company’s Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 1, 2015).                                                                                                                                                                                                                                                                                   
|4.1    |  | Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on January 31, 2007).                                                                                                                                                                                                                                                                                    
|4.2    |  | Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 25, 2014).                                                                                                                                                                                                                                                                                                                                        
|10.1   |  | Cooperative Joint Venture Contract of SES (Zao Zhuang) New Gas Company Ltd. between Shandong Hai Hua Coal & Chemical Company Ltd. and Synthesis Energy Systems Investments, Inc. dated July 6, 2006 — English translation from original Chinese document (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on January 31, 2007).                                                     
|10.2   |  | Amendment to Cooperative Joint Venture Contract of SES (Zao Zhuang) New Gas Company Ltd. between Shandong Hai Hua Coal & Chemical Company Ltd. and Synthesis Energy Systems Investments, Inc. dated November 8, 2006 — English translation from original Chinese document (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on January 31, 2007).                                    
|10.3+  |  | Consulting Agreement between the Company and Lorenzo Lamadrid dated May 30, 2006 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on January 31, 2007).                                                                                                                                                                                                                            
|10.4+  |  | Amended and Restated 2005 Incentive Plan (incorporated by reference to Exhibit 10.13 to Amendment No. 3 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on May 1, 2007).                                                                                                                                                                                                                                                      
|10.5   |  | Fixed Assets Loan Contract between Synthesis Energy Systems (Zao Zhuang) New Gas Company Ltd. and Industrial and Commercial Bank of China dated March 27, 2007 — English translation from original Chinese document (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on March 30, 2007).                                                                        
|10.6   |  | Second Amendment to Cooperative Joint Venture Contract of SES (Zao Zhuang) New Gas Company Ltd., between Shandong Hai Hua Coal & Chemical Company Ltd. and Synthesis Energy Systems Investments, Inc., dated February 12, 2007 — English translation from original Chinese document (incorporated by reference to Exhibit 10.6 to Amendment No. 3 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on May 1, 2007).            
|10.7   |  | Co-Operative Joint Venture Contract of SES — GCL (Inner Mongolia) Coal Chemical Co., Ltd. between Inner Mongolia Golden Concord (Xilinhot) Energy Investment Co., Ltd. and Synthesis Energy Systems Investments, Inc. dated May 25, 2007 — English translation from original Chinese document (incorporated by reference to Exhibit 10.21 to Amendment No. 5 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on June 6, 2007).



14






|10.8    |  | Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2007).                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9    |  | Lease Agreement between Synthesis Energy Systems, Inc. and AVPF Riverway Ltd. dated January 14, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2008).                                                                                                          
|10.10+  |  | First Amendment to the Amended and Restated 2005 Incentive Plan (incorporated by reference to Annex B to the Company’s Proxy Statement on Schedule 14A filed on November 15, 2007).                                                                                                                                              
|10.11   |  | Form of Non-statutory Stock Option Agreement (incorporated by reference herein to Exhibit 10.8 to the Company’s Current Report on Form 8-K dated April 2, 2009).                                                                                                                                                                 
|10.12   |  | Form of Equity Joint Venture Contract between Yima Coal Industry (Group) Co., Ltd. and Synthesis Energy Investment Holdings, Inc. dated August 27, 2009 — English translation from original Chinese document. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 2, 2009).
|10.13** |  | Amended and Restated License Agreement by and between the Company and the Gas Technology Institute dated November 5, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 12, 2009).                                                                                    
|10.14+  |  | Letter Agreement between the Company and Lorenzo Lamadrid dated August 15, 2010 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 17, 2010).                                                                                                                                
|10.15+  |  | Consulting Agreement between the Company and Robert Rigdon dated effective February 15, 2016 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 11, 2016).                                                                                                                 
|10.16+  |  | Amended and Restated Employment Agreement between the Company and DeLome Fair dated effective February 15, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2016).                                                                                              
|10.17   |  | Share Purchase Agreement dated June 18, 2012 among Synthesis Energy Systems, Inc. and Hongye International Investment Group Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 19, 2012).                                                                            
|10.18   |  | Share Purchase Agreement dated June 18, 2012 among Synthesis Energy Systems, Inc. and Shanghai Zhongmo Investment Management Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 19, 2012).                                                                           
|10.19   |  | Second Amendment to the Amended and Restated 2005 Incentive Plan (incorporated by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed on October 26, 2012).                                                                                                                                              
|10.20   |  | Consulting Services Agreement between the Company and Crystal Vision Energy Limited dated effective January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2012).                                                                                          
|10.21** |  | Cooperation Agreement among SES (Zao Zhuang) New Gas Co., Ltd., Shandong Weijiao Group Xuecheng Energy Co., Ltd. and Shandong Xuejiao Chemical Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 26, 2013).                                                         
|10.22   |  | Amendment to Consulting Services Agreement between the Company and Crystal Vision Energy Limited dated July 29, 2013 (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2013).                                                                                  
|10.23   |  | Loan Agreement between Synthesis Energy Systems (Zao Zhuang) New Gas Co., Ltd and Zao Zhuang Bank dated September 10, 2013 — English translation from original Chinese document (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2013).                       
|10.24   |  | Management Consulting Agreement between the Company and Market Development Consulting Group, Inc. dated November 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 5, 2013).                                                                                      



15






|10.25  |  | Joint Venture Contract between Zhangjiagang Chemical Machinery Co., Ltd. and SES Asia Technologies, Ltd., dated February 14, 2014 – English translation from Chinese document (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2014). **                                                                              
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.26  |  | Technology Usage and Contribution Agreement among SES-ZCM Clean Energy Technologies Limited, Zhangjiagang Chemical Machinery Co., Ltd. and SES Asia Technologies, Ltd., dated February 14, 2014 – English translation from Chinese document (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2014). **                
|10.27  |  | Form of Securities Purchase Agreement among the Company and the purchasers identified therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2014).                                                                                                                                                                    
|10.28+ |  | Employment Letter between the Company and Roger Ondreko dated April 29, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2014).                                                                                                                                                                                        
|10.29  |  | Credit Agreement between Zaozhuang Bank and Synthesis Energy Systems (Zaozhuang) New Gas Co., Ltd. dated October 2, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2014).                                                                                                                                   
|10.30  |  | Working Capital Loan Contract between Zaozhuang Bank and Synthesis Energy Systems (Zaozhuang) New Gas Co., Ltd. dated October 2, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2014).                                                                                                                      
|10.31+ |  | Form of Restricted Stock Incentive Agreement for Employees (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2014).                                                                                                                                                                                                 
|10.32+ |  | Form of Restricted Stock Incentive Agreement for Directors (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2014).                                                                                                                                                                                                 
|10.33  |  | Form of Securities Purchase Agreement among the Company and the purchasers identified therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 14, 2015).                                                                                                                                                                    
|10.34  |  | Non-statutory Stock Option Agreement dated March 9, 2015 between Robert Rigdon and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2015).                                                                                                                                                                  
|10.35  |  | Form of Securities Purchase Agreement among the Company and the purchasers identified therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 14, 2015).                                                                                                                                                                    
|10.36  |  | Share Purchase and Investment Agreement between SES BVI and Rui Feng Enterprises Limited dated June 14, 2015 (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2015).                                                                                                                                           
|10.37  |  | Operation and Management Agreement between ZZ Joint Venture and Shandong Saikong Automatic Equipment Company Ltd. dated June 13, 2015 (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2015).                                                                                                                  
|10.38  |  | Working Capital Loan Contract between Zaozhuang Bank and Synthesis Energy Systems (Zaozhuang) New Gas Co., Ltd. dated September 22, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 28, 2015).                                                                                                                     
|10.39  |  | Loan Extension Agreement among Zaozhuang Bank Co., Ltd., Synthesis Energy Systems (ZaoZhuang) New Gas Company, Ltd., Shandong Weijiao Group Xuecheng Energy Co., Ltd. and Synthesis Energy Systems (ZaoZhuang) New Gas Company, Ltd. dated September 22, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 28, 2015).
|10.40  |  | Credit Agreement between Zaozhuang Bank and Synthesis Energy Systems (Zaozhuang) New Gas Co., Ltd. dated November 13, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 17, 2015).                                                                                                                                    
|10.41+ |  | 2015 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Schedule 8-K filed on November 20, 2015).                                                                                                                                                                                                                             



16






|10.42+  |  | Form of Non-Qualified Stock Option Agreement under 2015 Long Term Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 , File No. 208146, filed with the Commission on November 20, 2015).                                                                           
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.43+  |  | Form of Restricted Stock Award Agreement under 2015 Long Term Incentive Plan (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8, File No. 208146, filed with the Commission on November 20, 2015).                                                                                
|10.44   |  | At The Market Offering Agreement dated May 13, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 13, 2016).                                                                                                                                                                  
|10.45   |  | Share Purchase and Investment Agreement between Synthesis Energy Systems Investments, Inc. and Shandong Weijiao Group Xuecheng Energy Co., Ltd., dated August 15, 2016 – English translation from Chinese document (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 19, 2016).
|21.1    |  | Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K filed on September 29, 2016).                                                                                                                                                                                    
|23.1    |  | Consent of BDO USA, LLP (incorporated by reference to Exhibit 23.1 to the Company's Annual Report on Form 10-K filed on September 29, 2016).                                                                                                                                                                                        
|31.1*   |  | Certification of Chief Executive Officer of Synthesis Energy Systems, Inc. pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                            
|31.2*   |  | Certification of Chief Financial Officer of Synthesis Energy Systems, Inc. pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                            
|32.1*   |  | Certification of Chief Executive Officer of Synthesis Energy Systems, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.                                                                                      
|32.2*   |  | Certification of Chief Financial Officer of Synthesis Energy Systems, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.                                                                                      
|101.INS |  | XBRL Instance Document (incorporated by reference to Exhibit 101.INS to the Company's Annual Report on Form 10-K filed on September 29, 2016).***                                                                                                                                                                                   
|101.SCH |  | XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH to the Company's Annual Report on Form 10-K filed on September 29, 2016).***                                                                                                                                                                  
|101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL to the Company's Annual Report on Form 10-K filed on September 29, 2016).***                                                                                                                                                    
|101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF to the Company's Annual Report on Form 10-K filed on September 29, 2016).***                                                                                                                                                     
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to Exhibit 101.LAB to the Company's Annual Report on Form 10-K filed on September 29, 2016).***                                                                                                                                                          
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE to the Company's Annual Report on Form 10-K filed on September 29, 2016).***                                                                                                                                                   





______________



|*   | Filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**  | Portions of this exhibit have been omitted pursuant to a request for confidential treatment accepted by the Securities and Exchange Commission and this exhibit has been filed separately with the Securities and Exchange Commission in connection with such request.                                                                                                                                                                                                                                                                                            
|*** | In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this annual report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|+   | Management contract or compensatory plan or arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          







17






|
|

SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                       | SYNTHESIS ENERGY SYSTEMS, INC.
|---------------------- | ------------------------------
|                       |                               
|Date: October 28, 2016 | By:                           
|                       |                               



Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|Name                 |  | Position                                                   |  | Date            
|-------------------- |  | ---------------------------------------------------------- |  | ----------------
|                     |  |                                                            |  |                 
|/s/ DeLome Fair      |  | President and Chief Executive Officer

and Director        |  | October 28, 2016
|DeLome Fair          |  | (Principal Executive Officer)                              |  |                 
|                     |  |                                                            |  |                 
|/s/ Roger Ondreko    |  | Chief Financial Officer
(Principal Financial and Principal |  | October 28, 2016
|Roger Ondreko        |  | Accounting
        Officer)                                |  |                 
|                     |  |                                                            |  |                 
|/s/ Lorenzo Lamadrid |  | Chairman of the Board                                      |  | October 28, 2016
|Lorenzo Lamadrid     |  |                                                            |  |                 
|                     |  |                                                            |  |                 
|/s/ Robert Rigdon    |  | Vice Chairman of the Board                                 |  | October 28, 2016
|Robert Rigdon        |  |                                                            |  |                 
|                     |  |                                                            |  |                 
|/s/Denis Slavich     |  | Director                                                   |  | October 28, 2016
|Denis Slavich        |  |                                                            |  |                 
|                     |  |                                                            |  |                 
|/s/ Harry Rubin      |  | Director                                                   |  | October 28, 2016
|Harry Rubin          |  |                                                            |  |                 
|                     |  |                                                            |  |                 
|/s/ Ziwang Xu        |  | Director                                                   |  | October 28, 2016
|Ziwang Xu            |  |                                                            |  |                 
|                     |  |                                                            |  |                 
|/s/ Charles Brown    |  | Director                                                   |  | October 28, 2016
|Charles Brown        |  |                                                            |  |                 





18



---