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: October 21, 2016
DATE OF EARLIEST EVENT REPORTED: October 21, 2016
 
001-35922
(Commission file number)
 
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
 
Texas
22-3755993
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification
No.)
 
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):
 
☐
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))
  

 
 
 
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
 
On October 21, 2016, the Board of Directors of PEDEVCO Corp. (the “ Company ”), amended the Company’s amended and restated bylaws (the “ Bylaws ”), effective immediately, to reduce the number of shares necessary to constitute a quorum at any meeting of the Company’s stockholders from a ‘majority’ to ‘33 1/3%’, of all shares of stock entitled to vote at any meeting of the Company’s stockholders, present in person or by proxy .
The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the amendment to the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01
  FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits.
Exhibit No.
Description
Amendment to the Bylaws (October 21, 2016)
* Filed 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.
 
 
 
PEDEVCO CORP.
 
 
 
 
 
Date: October 21, 2016
By:  
/ s/Michael L. Peterson
 
 
 
Michael L. Peterson
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
Description
Amendment to the Bylaws (October 21, 2016)
* Filed herewith. 
 
 
 
 
 
 

 
Exhibit 3.1
AMENDMENT TO THE BYLAWS
OF
PEDEVCO CORP.
 
Effective October 21, 2016, Section 3.8 of the Bylaws of PEDEVCO Corp. (the “Company”), as amended and restated to date, is hereby amended and restated in its entirety as follows:
“3.8            Quorum . Except as otherwise required by law, the holders of 33 1/3% of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes at any meeting of the Stockholders. In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the Stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting to another place, date or time.
If the chairman of the meeting gives notice of any adjourned special meeting of Stockholders to all Stockholders entitled to vote thereat, stating that the minimum percentage of stockholders for a quorum provided by Texas law shall constitute a quorum, then, except as otherwise required by law, that percentage at such adjourned meeting shall constitute a quorum and a majority of the votes cast at such meeting shall determine all matters.”