Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
October 13 2020 - 8:32AM
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): October 13, 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):
☒
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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. ☐
Item
7.01 Regulation FD Disclosure
On
October 13, 2020, PEDEVCO Corp. (“PEDEVCO”) issued a press release announcing the commencement of an exchange offer
(the “Exchange Offer”), offering to exchange each issued and outstanding common unit of beneficial interest of SandRidge
Permian Trust (OTC Pink Sheets: PERS), for 4/10ths of one share of PEDEVCO common stock. On October 13, 2020, PEDEVCO furnished
a presentation related to the Exchange Offer.
A
copy of the press release is furnished as Exhibit 99.1 and a copy of the presentation is furnished as Exhibit 99.2.
A copy of the presentation is also available under the “Investors” tab of PEDEVCO’s website at www.pedevco.com.
The
in Item 7.01 of this Form 8-K and Exhibit 99.1 and Exhibit 99.2 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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99.1*
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Press Release related to exchange offer dated
October 13, 2020
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99.2*
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Presentation related to exchange offer dated
October 13, 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: October
13, 2020
EXHIBIT
INDEX
*
Furnished herewith.
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