Securities Registration: Employee Benefit Plan (s-8)
September 01 2021 - 4:49PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 1,
2021
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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(I.R.S.
Employer Identification No.)
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575 N. Dairy Ashford, Suite 210
Houston, Texas
(Address
of principal executive offices)
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77079
(Zip
Code)
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PEDEVCO CORP. 2021 Equity Incentive Plan
(Full
title of the plans)
Simon G. Kukes
Chief Executive Officer
PEDEVCO Corp.
575 N. Dairy Ashford, Suite 210
Houston, Texas 77079
(Name
and address of agent for service)
(713) 221-1768
(Telephone
number, including area code, of agent for service)
Copy to:
David M. Loev, Esq.
John S. Gillies, Esq.
The Loev Law Firm, PC
6300 West Loop South, Suite 280
Bellaire, Texas 77401
Telephone: (713) 524-4110
Facsimile: (713) 524-4122
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated
filer,” “accelerated filer,”
“smaller reporting
company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated
filer ☐
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Accelerated filer
☐
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Non-accelerated
filer ☒
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Smaller reporting
company ☒
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Emerging growth
company ☐
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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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION OF REGISTRATION FEE
Title
of securities to be registered
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Amount
to be
Registered(1)(2)
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Proposed
maximum offering price per share
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Proposed
maximum aggregate offering price
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Amount
of
registration
fee
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Common Stock, par
value $0.001 per share
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8,000,000
shares
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$1.14
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$9,120,000
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$994.99
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Total
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8,000,000
shares
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$1.14
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$9,120,000
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$994.99
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(1)
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This
Registration Statement on Form S-8 relates to the 2021 Equity
Incentive Plan (the “2021 Plan”) of PEDEVCO CORP.
(the “Registrant” or the “Company”). An
aggregate of 8,000,000 shares of the Registrant’s common
stock, par value $0.001 per share (the “Common
Stock”) may be issued under the 2021 Plan. Registered in
this Registration Statement are 8,000,000 shares of Common Stock
reserved for future issuance under the 2021 Plan, the offer and
sale of which are being registered herein.
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(2)
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Pursuant
to Rule 416 under the Securities Act, this Registration Statement
also covers any additional shares of common stock of the Registrant
that become issuable pursuant to awards by reason of any stock
dividend, stock split, recapitalization or other similar
transaction that results in an increase in the number of the
outstanding shares of common stock of the Registrant.
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(3)
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Calculated
solely for purposes of this offering under Rules 457(c) and
457(h) of the Securities Act, on the basis of the average of
the high ($1.16) and low ($1.11) selling prices per share
of the Registrant’s common stock on August 31, 2021, as
reported on the NYSE American, which date is within five business
days prior to filing this Registration Statement.
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EXPLANATORY NOTE
This Registration Statement on
Form S-8 of PEDEVCO Corp. (“we”,
“us”,
“our”,
the “Company”
or “Registrant”) has
been prepared in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended, to register
8,000,000 shares of
common stock, $0.001 par value per share
(“Common
Stock”) reserved for future
awards under the PEDEVCO
Corp. 2021 Equity Incentive Plan (the “2021 Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION
10(A) PROSPECTUS
Items 1 and 2, from this page, and the documents
incorporated by reference pursuant to Part II, Item 3 of this
prospectus, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the
“Securities
Act”).
Item 1. Plan Information.
The Company will provide each recipient (the
“Recipients”) of
an award under the 2021 Plan with documents that contain
information related to the 2021 Plan, and other information
including, but not limited to, the disclosure required by Item 1 of
Form S-8, which information is not required to be and is not being
filed as a part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities
Act. The foregoing information and the documents incorporated by
reference in response to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act. A Section
10(a) prospectus will be given to each Recipient who receives
shares of Common Stock covered by this Registration Statement, in
accordance with Rule 428(b)(1) under the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual
Information.
We
will provide to each Recipient a written statement advising of the
availability of documents incorporated by reference in Item 3 of
Part II of this Registration Statement (which documents are
incorporated by reference in this Section
10(a) prospectus) and of documents required to be
delivered pursuant to Rule 428(b) under the Securities Act
without charge and upon written or oral request by
contacting:
Clark R. Moore
General Counsel
PEDEVCO Corp.
575 N. Dairy Ashford, Suite 210
Houston, Texas 77079
(713) 221-1768
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We have
filed the following documents with the Securities and Exchange
Commission (the “Commission”), each of
which is incorporated herein by reference:
(a) Our Annual Report on Form
10-K for the fiscal year ended
December 31, 2020, filed with the SEC on March 23, 2021 (the
“Annual
Report”);
(b) Our Quarterly Report on
Form
10-Q for the fiscal quarter
ended March 31, 2021, filed with the SEC on May 17, 2021 and our
Quarterly Report on Form
10-Q for the fiscal quarter
ended June 30, 2021, filed with the SEC on August 16,
2021;
(c) Our Definitive Proxy Statement on
Schedule
14A filed with the Securities
and Exchange Commission on July 19, 2021;
(d) Our Current Reports on Forms 8-K (other
than information furnished rather than filed) filed with the
SEC on January
22, 2021; February
3, 2021; February
5, 2021; March
23, 2021; April
1, 2021; and
September 1, 2021;
and
(e) The description of the Company’s
common stock contained in the Company’s registration
statement under the Exchange Act with respect to that Common Stock
filed with the Commission, as amended by the description of the
Company’s common stock contained in Exhibit
4.1 to the Company’s
annual report on Form 10-K for the fiscal year ended December 31,
2020 and as amended by any subsequent amendments or reports filed
for the purpose of updating such description.
All
documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, after the date of filing this Registration
Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents, except for the documents, or portions thereof, that are
“furnished” rather than
filed with the SEC.
Any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the
extent that a statement contained herein or in any subsequently
filed document which is also, or is deemed to be, incorporated
herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not
applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 7.001
of the Texas Business Organizations
Code (the “TBOC”) permits
a Texas corporation to limit the personal liability of directors to
it or its shareholders for monetary damages for any act or omission
in a director’s capacity as director. Under the provisions of
Chapter 8 of the TBOC, we may indemnify our directors, officers,
employees and agents and purchase and maintain liability insurance
for those persons. Chapter 8 of the TBOC provides that any director
or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses
actually incurred by him or her in connection with or in defending
any action, suit or proceeding in which he or she is a party by
reason of his or her position. With respect to any proceeding
arising from actions taken in his or her official capacity as a
director or officer, he or she may be indemnified so long as it
shall be determined that he or she conducted himself in good faith
and that he or she reasonably believed that such conduct was in the
corporation’s best interests. In cases not concerning conduct
in his or her official capacity as a director or officer, a
director may be indemnified as long as he or she reasonably
believed that his or her conduct was not opposed to the
corporation’s best interests. In the case of any criminal
proceeding, a director or officer may be indemnified if he or she
had no reasonable cause to believe his or her conduct was unlawful.
If a director or officer is wholly successful, on the merits or
otherwise, in connection with such a proceeding, such
indemnification is mandatory.
Our
Certificate of Formation, as amended, provides that our directors
are not personally liable to our shareholders or us for monetary
damages for an act or omission in their capacity as a director. A
director may, however, be found liable for, and we may be
prohibited from indemnifying them against:
●
any
breach of the director’s duty of loyalty to our shareholders
or us;
●
acts
or omissions not in good faith that constitute a breach of the
director’s duty to the Company;
●
acts
or omissions that involve intentional misconduct or a knowing
violation of law;
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any
transaction from which the director receives an improper benefit;
or
●
acts
or omissions for which the liability is expressly provided by an
applicable statute.
Our
Certificate of Formation, as amended, also provides that we will
indemnify our directors, and may indemnify our agents, to the
fullest extent permitted by applicable Texas law from any expenses,
liabilities or other matters. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted for
directors, officers and controlling persons of the Company under
our Certificate of Formation, as amended, it is the position of the
Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
Indemnification Agreements
We
have entered into indemnification agreements with each of our
officers and directors pursuant to which we have agreed, to the
maximum extent permitted by applicable law and subject to the
specified terms and conditions set forth in each agreement, to
indemnify a director or officer who acts on our behalf and is made
or threatened to be made a party to any action or proceeding
against expenses, judgments, fines and amounts paid in settlement
that are incurred by such officer or director in connection with
the action or proceeding. The indemnification provisions apply
whether the action was instituted by a third party or by us. We
also maintain insurance on behalf of our officers and directors
that provides coverage for expenses and liabilities incurred by
them in their capacities as officers and directors.
Item 7. Exemption from Registration Claimed.
Not
applicable.
Item 8. Exhibits
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Incorporated
By Reference
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Exhibit No.
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Filed
or furnished herewith
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Form
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Exhibit
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Filing Date/Period End Date
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File Number
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4.1
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8-K
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3.1
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August 2, 2012
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000-53725
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4.2
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8-K
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3.1
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April
23, 2013
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000-53725
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4.3
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8-K
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3.1
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February 24, 2015
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001-35922
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4.4
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8-K
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3.1
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March 27, 2017
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333-64122
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4.5
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8-K
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3.1
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June 26, 2018
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001-35922
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4.6
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8-K
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3.3
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March 6, 2008
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333-64122
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4.7
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8-K
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3.1
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December 6, 2012
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000-53725
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4.8
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8-K
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3.1
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October 21, 2016
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001-35922
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5.1*
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X
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23.1*
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X
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23.2*
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X
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23.3*
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X
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24.1*
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X
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99.1
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8-K
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10.1
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September
1, 2021
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001-35922
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99.2*
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X
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99.3*
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X
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*
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Filed
herewith.
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***
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Indicates
management contract or compensatory plan or
arrangement.
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Item 9. Undertakings
(a) The
Company hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
(iii) To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
However,
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration
statement.
(2) That, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
and
(3) To remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned hereby undertakes that, for the purposes of determining
any liability under the Securities Act, each filing of the
Company’s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, our company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Pursuant to the
requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Houston, Texas, on
September 1, 2021.
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PEDEVCO CORP.
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By: /s/ Simon G. Kukes
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Simon
G. Kukes
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Chief
Executive Officer
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(Principal
Executive Officer)
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By:/s/ Paul A. Pinkston
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Paul A.
Pinkston
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Chief
Accounting Officer
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(Principal
Financial and Accounting Officer)
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Each
person whose signature appears below constitutes and appoints Simon
G. Kukes and Clark R. Moore, or any one of them, as his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and any subsequent registration statements
pursuant to Rule 462 of the Securities Act of 1933 and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said
attorney-in-fact or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature
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Title
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Date
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By: /s/ Simon G. Kukes
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Chief
Executive Officer and Director
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September
1, 2021
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Simon
G. Kukes
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(Principal
Executive Officer)
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By: /s/ Paul A. Pinkston
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Chief
Accounting Officer
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September
1, 2021
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Paul A.
Pinkston
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(Principal
Financial and Accounting Officer)
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By: John Scelfo
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Director
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September
1, 2021
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John
Scelfo
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By: Ivar Siem
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Director
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September
1, 2021
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Ivar
Siem
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By: H. Douglas Evans
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Director
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September
1, 2021
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H.
Douglas Evans
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