Current Report Filing (8-k)
October 04 2017 - 2:13PM
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): September 29,
2017
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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4125 Blackhawk Plaza Circle, Suite 201
Danville, California 94506
(Address of principal executive offices)
(855) 733-3826
(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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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR §240.12b-2).
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 1.02
TERMINATION OF
A MATERIAL DEFINITIVE AGREEMENT.
On September 29, 2017, PEDEVCO Corp. (the
“
Company
”,
“
we
”, “
us
” or “
PEDEVCO
”)
was notified by Dragon Gem Limited (“
DGL
”) that DGL was terminating that certain
Series B Convertible Preferred Stock and Warrant Subscription
Agreement (the “
Subscription
Agreement
”) entered into
on August 17, 2017, by and among the Company, DGL and Absolute
Frontier Limited (together with DGL, the “
Investors
”),
as originally disclosed by the Company in a Current Report on Form
8-K filed with the U.S. Securities and Exchange Commission on
August 18, 2017 (the “
August 18, 2017
Current Report
”). The
Investors terminated the transaction, effective September 30, 2017,
as the Company and the Investors were unable to agree to an
extension to the previously agreed upon outside closing date of
September 30, 2017, as provided under the Subscription Agreement,
which extension was required in order to accommodate review and
approval of the transaction by the
U.S. Department of
Treasury Committee on Foreign Investment in the United States
(“
CFIUS
”), which approval
was jointly sought by the parties on September 17, 2017, and is
currently pending before CFIUS
. As a
result of the termination of the Subscription Agreement, the debt
conversion and equity financing transaction contemplated under the
Subscription Agreement as described in the August 18, 2017 Current
Report has been terminated, with no termination penalties incurred
by any of the parties.
The
Company has immediately reinitiated discussions with other
potential equity investors in an effort to identify an alternative
source of equity capital to fund the approximately $12 million
equity investment previously contemplated under the Subscription
Agreement. As previously disclosed by the Company in its filings
with the U.S. Securities and Exchange Commission, the Company is
seeking to raise approximately $12 million in equity financing
coupled with the satisfaction and/or discharge of approximately $61
million of the Company’s debt, leaving approximately only
$5.8 million of restructured senior secured debt and approximately
$475,000 in junior bridge notes in the recapitalized Company. In
connection with the Subscription Agreement, the Company was
negotiating the final terms and documentation for the conversion
and/or satisfaction of approximately $61 million of Company debt
when the Investors notified the Company that they were terminating
the transaction. The Company still plans to seek to finalize the
terms and documentation for conversion and/or satisfaction of this
debt as it works to identify a new equity investor to complete the
transaction as previously contemplated. However, an alternative
equity financing partner may not be identified and the debt
conversion and equity investment transactions pursued by the
Company may not be completed on favorable terms, if at all, or such
transactions may not be completed in a timely manner.
ITEM 7.01 REGULATION FD DISCLOSURE.
The
Company issued a press release on October 4, 2017 regarding the
matters discussed in Item 1.02 above
.
A copy of the
press release is furnished herewith as Exhibit 99.1 and is
incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No.
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Description
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Press
Release dated October 4, 2017
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*
Furnished herewith.
Forward-Looking Statements
Some of
the statements contained in this report discuss future
expectations, contain projections of results of operations or
financial condition, or state other “
forward-looking
”
information. The words “
believe,
”
“
intend,
”
“
plan,
”
“
expect,
”
“
anticipate,
”
“
estimate,
”
“
project,
”
“
goal
”
and similar expressions identify such a statement was made,
although not all forward-looking statements contain such
identifying words. These statements are subject to known and
unknown risks, uncertainties, and other factors that could cause
the actual results to differ materially from those contemplated by
the statements. The forward-looking information is based on various
factors and is derived using numerous assumptions. Factors that
might cause or contribute to such a discrepancy include, but are
not limited to, the risks discussed in this and our other SEC
filings. We do not promise to or take any responsibility to update
forward-looking information to reflect actual results or changes in
assumptions or other factors that could affect those statements
except as required by law. Future events and actual results could
differ materially from those expressed in, contemplated by, or
underlying such forward-looking statements.
PEDEVCO’s
forward-looking statements are based on assumptions that PEDEVCO
believes to be reasonable but that may not prove to be accurate.
PEDEVCO cannot guarantee future results, level of activity,
performance or achievements. Moreover, PEDEVCO does not assume
responsibility for the accuracy and completeness of any of these
forward-looking statements. PEDEVCO assumes no obligation to update
or revise any forward-looking statements as a result of new
information, future events or otherwise, except as may be required
by law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
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/ Michael L.
Peterson
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Michael
L. Peterson
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President
and
Chief
Executive Officer
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Date:
October 4, 2017
EXHIBIT INDEX
Exhibit No.
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Description
|
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Press
Release dated October 4, 2017
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*
Furnished herewith.
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