Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
August 26 2020 - 4:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): August 26, 2020
PEDEVCO CORP.
(Exact
name of registrant as specified in its charter)
Texas
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001-35922
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22-3755993
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(State or other jurisdiction
of incorporation or
organization)
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(Commission
file number)
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(IRS
Employer Identification No.)
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575 N. Dairy Ashford
Energy Center II, Suite 210
Houston, Texas 77079
(Address
of principal executive offices)
(713) 221-1768
(Registrant’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):
☒
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☒
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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. ☐
Item 7.01 Regulation FD Disclosure
On
August 26, 2020, PEDEVCO Corp. (the “Company”) issued a
press release announcing that it has delivered an open letter to
The Bank of New York Mellon Trust Company, N.A., as trustee of the
SandRidge Permian Trust (NYSE:PER)(the “Trustee” and
the “Trust”), the common unit holders of the Trust, and
Avalon Energy, LLC as a holder of Trust common units and the
operator of the assets underlying the Trust, regarding
PEDEVCO’s previously delivered letter indicating its interest
regarding a potential acquisition of all the common units of the
Trust, its underlying assets, and operatorship
thereof.
A copy
of the press release is furnished as Exhibit 99.1
hereto.
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 is required by Regulation FD.
Item 9.01. Financial Statements
and Exhibits
(d)
Exhibits.
Exhibit
No.
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Description
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Press
Release dated August 26, 2020
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*
Furnished herewith.
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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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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Date: August
26, 2020
EXHIBIT
INDEX
Exhibit
No.
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Description
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Press
Release dated August 26, 2020
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*
Furnished herewith.
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