Amended Current Report Filing (8-k/a)
August 12 2019 - 5:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported):
May 21, 2019
001-35922
(Commission file number)
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
Texas
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22-3755993
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(State or other jurisdiction of
incorporation or
organization)
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(IRS Employer Identification
No.)
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1250 Wood Branch Park Dr., Suite 400
Houston, Texas 77079
(Address of principal executive offices)
(713) 221-1768
(Issuer’s telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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PED
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
EXPLANATORY NOTE
The
original Form 8-K filed by the Company with the Securities and
Exchange Commission on May 21, 2019 (the “
Original Form 8-K
”),
inadvertently failed to include Exhibit 10.1, even though such
exhibit was referenced as attached in the Exhibit Table and Exhibit
Index of that filing. This Amendment No. 1 to Form 8-K is being
filed solely to include such Exhibit 10.1. No other changes to the
Original Form 8-K have been made.
Item 1.01 Entry Into a Material Definitive
Agreement.
Common Stock Issuance to SK Energy LLC
On May 21, 2019,
PEDEVCO Corp. (the
“
Company
”,
“
PEDEVCO
”,
“
we
”
and “
us
”), raised
$14,999,998.20 through the sale of 6,818,181 shares of restricted
Company common stock at a price of $2.20 per share (the
“
Purchase
Price
”) to SK Energy LLC (“
SK Energy
”), a company
wholly-owned by our Chief Executive Officer and director, Dr. Simon
Kukes, pursuant to a Common Stock Subscription Agreement, dated May
21, 2019, entered into by and between the Company and SK Energy
(the “
Subscription
Agreement
”). The Purchase Price represents a premium
to the closing price of the Company’s common stock on the
NYSE American Exchange as of the closing date and was above the
greater of the book/market price of the Company’s common
stock for the purposes of the NYSE American Exchange.
As a
result of the purchase, SK Energy, which beneficially owned 78.2%
of our outstanding common stock prior to the Subscription
Agreement, beneficially owns 81.0% of our outstanding common
stock.
The
Company intends to apply the funds raised from the sale of the
common stock to (i) fund the Company’s 2019 Permian Basin
asset development program and (ii) fund additional acquisition
activities in the Permian Basin.
*
* * * * * * * *
The
foregoing description of the Subscription Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Subscription Agreement, a copy of which is
attached as
Exhibit
10.1
to this Current Report on Form 8-K and
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
In
addition to the issuance of 6,818,181 shares of restricted Company
common stock to SK Energy on May 21, 2019 as described above, on
May 16, 2019, the Company sold an aggregate of 1,500,000 shares of
Company restricted common stock to two purchasers who are not
affiliated with the Company (the “
Non-Affiliates
”) at a
price a price of $2.00 per share, pursuant to Common Stock
Subscription Agreements substantially similar to the Subscription
Agreement entered into with SK Energy.
We
claim an exemption from registration for the issuance and sale of
the Company’s restricted common stock to SK Energy and the
Non-Affiliates described above pursuant to Section 4(a)(2) and/or
Rule 506(b) of Regulation D of the Securities Act of 1933, as
amended (“
Securities
Act
”), since the foregoing issuances did not involve a
public offering, the recipients were “
accredited investors
”
and/or had access to similar information as would be included in a
Registration Statement under the Securities Act. The securities
were offered without any general solicitation by us or our
representatives. No underwriters or agents were involved in the
foregoing issuances and we paid no underwriting discounts or
commissions. The securities are subject to transfer restrictions,
and the certificates evidencing the securities contain an
appropriate legend stating that such securities have not been
registered under the Securities Act and may not be offered or sold
absent registration or pursuant to an exemption therefrom. The
securities were not registered under the Securities Act and such
securities may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities
Act and any applicable state securities laws.
Item 7.01. Regulation FD
Disclosure.
The Company issued a press release on May 21, 2019
regarding the matters discussed in
Items 1.01
and
3.02
above
.
A copy of the press release is furnished herewith
as
Exhibit
99.1
and is incorporated
by reference herein.
The
information responsive to Item 7.01 of this Form 8-K and Exhibit
99.1 attached hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “
Exchange Act
”) or
otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such a filing. The
furnishing of this Report is not intended to constitute a
determination by the Company that the information is material or
that the dissemination of the information
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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$14,999,998.20
Common Stock Subscription Agreement between PEDEVCO Corp. and SK
Energy LLC, dated May 21, 2019
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99.1**
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Press Release dated May 21, 2019
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* Filed herewith.
** Furnished as Exhibit 99.1 to the Original Form 8-K.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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PEDEVCO CORP.
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Date: August
12, 2019
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By:
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/s/ Dr. Simon Kukes
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Dr. Simon Kukes
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Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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$14,999,998.20
Common Stock Subscription Agreement between PEDEVCO Corp. and SK
Energy LLC, dated May 21, 2019
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99.1**
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Press Release dated May 21, 2019
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* Filed herewith.
** Furnished as Exhibit 99.1 to the Original Form 8-K.
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