PEDEVCO CORP (Form: 8-K, Received: 06/26/2018 16:51:47)

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): June 25, 2018

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))

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 1.01 Entry Into a Material Definitive Agreement.

On June 26, 2018, PEDEVCO Corp. (the “ Company ”, “ PEDEVCO ”, “ we ” and “ us ”) borrowed $7.7 million from SK Energy LLC (“ SK Energy ”), which amount was evidenced by a Promissory Note dated June 25, 2018, in the amount of $7.7 million (the “ SK Energy Note ”), the terms of which are discussed below.

Also on June 25, 2018, we entered into Debt Repayment Agreements (the “ Repayment Agreements ”, each described in greater detail below) with (i) the holders of our outstanding Tranche A Secured Promissory Notes (“ Tranche A Notes ”) and Tranche B Secured Promissory Notes (“ Tranche B Notes ”), which we entered into pursuant to the terms of that certain May 12, 2016 Amended and Restated Note Purchase Agreement, (ii) RJ Credit LLC, which holds a subordinated promissory note issued by the Company pursuant to that certain Note and Security Agreement, dated April 10, 2014, as amended (the “ RJC Subordinated Note ”), and (iii) MIE Jurassic Energy Corporation, which holds a subordinated promissory note issued by the Company pursuant to that certain Amended and Restated Secured Subordinated Promissory Note, dated February 18, 2015, as amended (the “ MIEJ Note ”, and together with the “Tranche B Notes,” the “ Junior Notes ”), pursuant to which, on June 26, 2018, we retired all of the then outstanding Tranche A Notes, in the aggregate amount of approximately $5.7 million, for $3.8 million and all of the then outstanding Junior Notes, in the aggregate amount of approximately $67.7 million, for an aggregate of $3,876,208.

As part of the same transactions and as required conditions to closing the sale of the SK Energy Note, SK Energy entered into a Stock Purchase Agreement with Golden Globe Energy (US), LLC (“ GGE ”), the holder of our outstanding 66,625 shares of Series A Convertible Preferred Stock (convertible pursuant to their terms into 6,662,500 shares of the Company’s common stock – approximately 47.6% of the Company’s outstanding shares post-conversion), pursuant to which on June 25, 2018, SK Energy purchased, for $100,000, all of the Series A Convertible Preferred Stock (the “ Stock Purchase Agreement ”).

Additionally, on June 25, 2018, we entered into a Debt Repayment Agreement (the “ Bridge Note Repayment Agreement ”) with all of the holders of our convertible subordinated promissory notes issued pursuant to that certain Second Amendment to Secured Promissory Notes, dated March 7, 2014, originally issued on March 22, 2013 (the “ Bridge Notes ”), pursuant to which all the holders, holding in aggregate $475,000 of outstanding principal amount under the Bridge Notes, agreed to the payment and full satisfaction of such outstanding amounts for 25% of the amounts owed thereunder, i.e., $118,750 in aggregate.

The result of the above transactions was that a net of approximately $64.9 million of liabilities were removed from the Company’s balance sheet.

SK Energy Note Terms

The SK Energy Note accrues interest monthly at 8% per annum, payable quarterly (beginning October 15, 2018), in either cash or shares of common stock (at the option of the Company), or with the consent of SK Energy, such interest may be accrued and capitalized. Additionally, in the event that the Company is prohibited from paying the interest payments due on the SK Energy Note in cash pursuant to the terms of its senior debt and/or the requirement that the Company obtain shareholder approval for the approval of issuance of shares of common stock in lieu of interest due under the SK Energy Note due to the Share Cap (described and defined below), such interest will continue to accrue until such time as the Company can either pay such accrued interest in cash or stock.

If interest on the SK Energy Note is paid in common stock, SK Energy will be due that number of shares of common stock as equals the amount due divided by the average of the closing sales prices of the Company’s common stock for the ten trading days immediately preceding the last day of the calendar quarter prior to the applicable payment date, rounded up to the nearest whole share of common stock (the “ Interest Shares ”).

The SK Energy Note is due and payable on June 25, 2021, but may be prepaid at any time, without penalty. Other than in connection with the Interest Shares, the principal amount of the SK Energy Note is not convertible into common stock of the Company. The SK Energy Note contains standard and customary events of default and upon the occurrence of an event of default, the amount owed under the SK Energy Note accrues interest at 10% per annum.

As additional consideration for SK Energy agreeing to the terms of the SK Energy Note, the Company agreed to issue SK Energy 600,000 shares of common stock (the “ Loan Shares ”).

The SK Energy Note includes a share issuance limitation preventing the Company from issuing Interest Shares thereunder, if such issuance, together with the number of Loan Shares, plus such number of Interest Shares issued previously, as of the date of such new issuance, totals more than 19.99% of the Company’s outstanding shares of common stock as of June 25, 2018 (i.e., 1,455,023 shares) (the “ Share Cap ”).

Repayment Agreement Terms

As described above, pursuant to the Repayment Agreements, the holders of our outstanding Tranche A Notes and Junior Notes retired all of the then outstanding Tranche A Notes, in the aggregate amount of approximately $5.7 million, for $3.8 million and all of the then outstanding Junior Notes, in the aggregate amount of approximately $67.7 million, for an aggregate of $3,876,208. The note holders also agreed to forgive all amounts owed under the terms of the Tranche A Notes and Junior Notes, as applicable, other than the amounts paid.

The Tranche A Note Repayment Agreement was entered into by and between the Company and each of the then holders of the Company’s Tranche A Notes, BBLN-PEDCO Corp., BHLN-PEDCO Corp. and PBLA ULICO 2017 (collectively, the “ Tranche A Noteholders ”).

The Tranche B Note Repayment Agreement was entered into by and between the Company and each of the then holders of the Company’s Tranche B Notes, Senior Health Insurance Company of Pennsylvania, Bankers Conseco Life Insurance Company, Washington National Insurance Company, Principal Growth Strategies, LLC, Cadle Rock IV, L.L.C., and RJ Credit LLC, and holders of the RJC Subordinated Note held by RJ Credit LLC and the MIE Note held by MIE Jurassic Energy Corporation (collectively, the “ Junior Noteholders ”).

Pursuant to the terms of the Repayment Agreement relating to the Tranche B Notes, in addition to the cash consideration due to the Tranche B Noteholders, as described above, we agreed to grant to certain of the Junior Noteholders their pro rata share of warrants to purchase an aggregate of 1,448,472 shares of common stock of the Company (the “ Tranche B Warrants ”). The Tranche B Warrants have a term of three years and an exercise price equal to $0.328, one (1) cent above the closing price of the Company’s common stock on June 26, 2018.

* * * * * * * * *

The foregoing description of the SK Energy Note, Repayment Agreements, Bridge Note Repayment Agreement and Tranche B Warrants, do not purport to be complete and is qualified in its entirety by reference to the SK Energy Note, Tranche A Repayment Agreement, Junior Noteholders Repayment Agreement, Bridge Note Repayment Agreement and the Form of Warrant for the Purchase of Common Stock relating to the Tranche B Warrants, copies of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 , respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures in Item 1.01 above regarding the SK Energy Note are incorporated by reference in this Item 2.03 in their entirety.

Item 3.02 Unregistered Sales of Equity Securities.

We claim an exemption from registration for the issuance and sale of the SK Energy Note, Loan Shares and Tranche B Warrants, described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (“ Securities Act ”), since the foregoing issuances did not involve a public offering, the recipients were “ accredited investors ” and/or had access to similar information as would be included in a Registration Statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Up to a total of 1,448,472 shares of common stock of the Company are issuable upon the exercise of the Tranche B Warrants pursuant to their terms.

Item 3.03 Material Modification to Rights of Security Holders .

In connection with the Stock Purchase Agreement and immediately following the closing of the acquisition described in the Stock Purchase Agreement (discussed above under Item 1.01 ), we and SK Energy, as the then holder of all of the outstanding shares of Series A Convertible Preferred Stock, agreed to the filing of an Amendment to Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock (the “ Preferred Amendment ”), which amended the designation of our Series A Convertible Preferred Stock (the “ Designation ”) to remove the beneficial ownership restriction contained therein, which prevented any holder of Series A Convertible Preferred Stock from converting such Series A Convertible Preferred Stock into shares of common stock of the Company if such conversion would result in the holder thereof holding more than 9.9% of the Company’s then outstanding common stock.

The Company filed the Preferred Amendment with the Secretary of State of Texas on June 25, 2018, and anticipates such amendment being effective on or around the date hereof, once such filing is accepted by the Secretary of State of Texas.

Shortly after SK Energy has received confirmation of the effectiveness of the Preferred Amendment, SK Energy has advised us that it plans to convert all of the shares of Series A Convertible Preferred Stock into common stock pursuant to the terms of the Designation, as amended, i.e., to convert such shares of preferred stock into 6,662,500 shares of the Company’s common stock. Assuming that conversion is affected, the Company plans to file a subsequent Form 8-K confirming such conversion.

The transactions affected pursuant to the Stock Purchase Agreement (i.e., the sale of the Series A Convertible Preferred Stock to a party other than GGE), triggered the automatic termination, pursuant to the terms of the Designation, of the right of GGE, upon notice to us, voting the Series A Convertible Preferred Stock separately as a single class, to appoint designees to fill up to two (2) seats on our Board of Directors, one of which must be an independent director as defined by applicable rules. As such, effective upon the closing of the Stock Purchase Agreement, our common stockholders have the right to appoint all members of our Board of Directors via plurality vote.

The foregoing description of the Preferred Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment to Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 3.03 and Item 5.03 , below, by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 regarding the Preferred Amendment and the terms thereof is incorporated by reference in this Item 5.03 in its entirety. As discussed in Item 3.03 , the Company anticipates the Preferred Amendment to be effective with the Secretary of State of Texas on or around the date of this report.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on June 26, 2018 regarding the matters discussed in Items 1.01 , 2.03 , 3.02 , 3.03 and 5.03 above . A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.

Item 8.01 Other Events.

Today, the Company, announced its pro forma Stockholders’ Equity as of March 31, 2018, giving effect to the closing of the sale of the SK Energy Note and the Repayment Agreements, each described above. The attached unaudited proforma condensed consolidated financial statements account for the sale of the SK Energy Note, the Repayment Agreements and certain other items described therein using the assumptions described in the notes therein, which are included herewith as Exhibit 99.1 . The proforma condensed consolidated financial statements should be read in conjunction with the separate consolidated financial statements and related notes thereto of the Company for the quarter ended March 31, 2018, which are attached to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2018.

Although the pro forma attached as Exhibit 99.1 does not include adjustments for the Company’s results of operations from April 1, 2018, through the June 26, 2018 date of the closing of the sale of the SK Energy Note, the Company has not to date undertaken, and the Company’s management does not anticipate undertaking subsequent hereto, any significant transactions during the quarter ended June 30, 2018, other than as disclosed herein. Additionally’ the Company’s management does not currently anticipate reporting a net loss for the three months ended June 30, 2018 significantly different than the net loss reported for the three months ended March 31, 2018, of $4.2 million. Consequently, the Company’s management believes that, due to the transactions described herein, it will have stockholders’ equity of significantly more than $4.5 million, the minimum stockholders’ equity required to meet the continued listing requirements of the NYSE American, as of the quarter ended June 30, 2018.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1 *		Amendment to Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock filed with the Secretary of State of Texas on June 25, 2018
10.1 *		$7.7 Million Promissory Note between PEDEVCO Corp., as borrower and SK Energy LLC, as lender, dated June 25, 2018
10.2 *		Tranche A Note Repayment Agreement dated June 25, 2018, by and between PEDEVCO Corp. and the Tranche A Noteholders name therein
10.3 *		Junior Notes Repayment Agreement dated June 25, 2018, by and between PEDEVCO Corp. and the Junior Noteholders name therein
10.4 *		Bridge Note Repayment Agreement dated June 25, 2018, between PEDEVCO Corp. and the Bridge Noteholders name therein
10.5 *		Form of Warrant for the Purchase of Common Stock dated June 25, 2018 (Tranche B Noteholders)
99.1 **		Unaudited Proforma Condensed Consolidated Financial Statements and Notes Thereto as of March 31, 2018
99.2 **		Press Release dated June 26, 2018

* Filed herewith.

** 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 Securities and Exchange Commission 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.


	PEDEVCO CORP.

	By:	/s/ Frank C. Ingriselli
		Frank C. Ingriselli
		President and Chief Executive Officer

Date: June 26, 2018

EXHIBIT INDEX

Exhibit No.		Description

3.1 *		Amendment to Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock filed with the Secretary of State of Texas on June 25, 2018
10.1 *		$7.7 Million Promissory Note between PEDEVCO Corp., as borrower and SK Energy LLC, as lender, dated June 25, 2018
10.2 *		Tranche A Note Repayment Agreement dated June 25, 2018, by and between PEDEVCO Corp. and the Tranche A Noteholders name therein
10.3 *		Junior Note Repayment Agreement dated June 25, 2018, by and between PEDEVCO Corp. and the Junior Noteholders name therein
10.4 *		Bridge Note Repayment Agreement dated June 25, 2018, between PEDEVCO Corp. and the Bridge Noteholders name therein
10.5 *		Form of Warrant for the Purchase of Common Stock dated June 25, 2018 (Tranche B Noteholders)
99.1 **		Unaudited Proforma Condensed Consolidated Financial Statements and Notes Thereto as of March 31, 2018
99.2 **		Press Release dated June 26, 2018

* Filed herewith.

** Furnished herewith.

Form 426 (Revised 05/11) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: $15	This space reserved for office use Resolution Relating to a Series of Shares

Entity Information
The name of the corporation is:
PEDEVCO CORP.
State the name of the entity as currently shown in the records of the secretary of state.
The file number issued to the filing entity by the secretary of state is:		0800949748

Copy of Resolution

(Please check only one box.)

☐ A copy of a resolution establishing and designating a series of shares is attached.

☐ A copy of a resolution increasing or decreasing the number of shares in an established series is attached.

☐ A copy of a resolution deleting an established series is attached.

☒ A copy of a resolution amending an established series is attached.

Adoption of Resolution

The resolution was adopted by all necessary action on the part of the corporation on: 06/25/2018

mm/dd/yyyy

Effectiveness of Filing (Select either A, B, or C.)

A. ☒

This document becomes effective when the document is filed by the secretary of state.

B. ☐

This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: _________________________________

C. ☐

This document takes effect upon the occurrence of a future event or fact, other than the p assage of time. The 90 th day after the date of signing is: The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
Date:	June 25, 2018 /s/ Clark Moore
	EVP & General Counsel

	Signature and title of authorized officer

AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF DESIGNATIONS

PEDEVCO CORP.

ESTABLISHING THE DESIGNATIONS, PREFERENCES,

LIMITATIONS AND RELATIVE RIGHTS OF ITS

SERIES A CONVERTIBLE PREFERRED STOCK

Pursuant to Section 21.155 of the Texas Business Organizations Code (the “ Code ”), PEDEVCO CORP., a company organized and existing under the State of Texas (the “ Corporation ”):

DOES HEREBY CERTIFY that (a) the Board of Directors, by unanimous consent of all members of the Board of Directors, and (b) shareholders holding all of the outstanding shares of Series A Convertible Preferred Stock of the Corporation (the “ Series A Shareholder ”), each by unanimous consent on June 25, 2018, duly adopted this Amendment to the Amended and Restated Series A Convertible Preferred Stock Designation previously filed by the Corporation on February 20, 2015 (the “ Series A Preferred Stock Designation ”), which resolution is and reads as follows:

RESOLVED , that pursuant to the authority expressly granted to and invested in the Board of Directors and the holders of the Series A Preferred Stock, it is resolved that the Series A Preferred Designation shall be amended as set forth in this Amendment to Amended and Restated Series A Convertible Preferred Stock Designation (this “ Amended Designation ”) to remove the Maximum Percentage and Beneficial Ownership Limitation set forth in, and defined in, the Series A Preferred Stock Designation:

1. Definitions . Unless otherwise indicated in this Amended Designation, all terms shall have the definitions set forth in the Series A Preferred Stock Designation.

2. Amendment . Effective upon the filing of this Amendment to Amended and Restated Series A Convertible Preferred Stock Designation with the Secretary of State of Texas, the Maximum Percentage and Beneficial Ownership Limitation, set forth in, and defined in, the Series A Preferred Stock Designation, shall be deemed removed and rescinded from the Series A Preferred Stock Designation and Section 4.3 of the Series A Preferred Stock Designation shall be amended to read as follows:

“4.3

[Internationally Removed].”

----------------------------------------------------

Page 1 of 3

PEDEVCO CORP.

Amendment to Amended and Restated Certificate of Designations of

Series A Convertible Preferred Stock

NOW THEREFORE BE IT RESOLVED , that the Amended Designation is hereby approved, affirmed, confirmed, and ratified by the Board of Directors of the Corporation and the Series A Shareholder ; and it is further

RESOLVED , that each officer of the Corporation be and hereby is authorized, empowered and directed to execute and deliver, in the name of and on behalf of the Corporation, any and all documents, and to perform any and all acts necessary to reflect the Board of Directors approval and ratification of the resolutions set forth above; and it is further

RESOLVED , that in addition to and without limiting the foregoing, each officer of the Corporation and the Corporation’s attorney be and hereby is authorized to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Corporation, all such instruments and documents as he may deem appropriate in order to effect the purpose or intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is approved, ratified and confirmed in all respects as the act and deed of the Corporation; and it is further

RESOLVED , that this Amended Designation may be executed in several counterparts, each of which is an original; that it shall not be necessary in making proof of this Designation or any counterpart hereof to produce or account for any of the other.

[Remainder of page left intentionally blank. Signature page follows.]

Page 2 of 3

PEDEVCO CORP.

Amendment to Amended and Restated Certificate of Designations of

Series A Convertible Preferred Stock

IN WITNESS WHEREOF, the Board of Directors and sole shareholder of the Series A Preferred Stock of the Corporation have unanimously approved and caused this “ Amendment to Amended and Restated Certificate of Designations of PEDEVCO CORP. Establishing The Designations, Preferences, Limitations and Relative Rights of its Series A Convertible Preferred Stock ” to be duly executed and approved this 25th day of June 2018.

DIRECTORS:

/s/ Frank C. Ingriselli

Frank C. Ingriselli

Director

/s/ Adam McAfee

Adam McAfee

Director

/s/ Elizabeth P. Smith

Elizabeth P. Smith

Director

/s/ David Z. Steinberg

David Z. Steinberg

Director

SOLE SHAREHOLDER OF THE

SERIES A CONVERTIBLE PREFERRED STOCK:

SK ENERGY LLC

By: /s/ Simon G. Kukes

Its: CEO

Printed Name: Simon G. Kukes

66,625 shares of Series A Convertible Preferred Stock

Page 3 of 3

PEDEVCO CORP.

Amendment to Amended and Restated Certificate of Designations of

Series A Convertible Preferred Stock

Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Exhibit 10.5

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.

Warrant No.	CSW-__	Number of Shares: _________
Warrant Date:	June 26, 2018

PEDEVCO CORP.

WARRANT

FOR THE PURCHASE OF

COMMON STOCK

1. Issuance . For value received, the receipt of which is hereby acknowledged by PEDEVCO Corp., a Texas corporation (the “Company”), _______________________________ , or registered assigns (the “Holder”), is hereby granted the right to purchase, at any time until the close of business on June 25, 2021 (the “Expiration Date”), _____________________________________ ( ______ ), subject to adjustment upon certain events, fully paid and nonassessable shares of the Company’s Common Stock, par value US$0.001 per share (the “Common Stock”), at an exercise price of US$0.328 per share (the “Exercise Price”).

2. Procedure for Exercise . Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. This Warrant may be exercised in whole or in part. On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised. Any fractional shares shall be rounded up to the nearest whole share.

3. Reservation of Shares . The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares of Common Stock as shall be required for issuance upon exercise hereof (the “Warrant Shares”). Any shares issuable upon exercise of this Warrant will be duly and validly issued, fully paid, non-assessable and free of all liens and charges and not subject to any preemptive rights and rights of first refusal.

4. Mutilation or Loss of Warrant . Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.

5. No Rights as Shareholder . The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6. Effect of Certain Transactions

6.1 Adjustments for Stock Splits, Stock Dividends Etc . If the number of outstanding shares of Common Stock of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged.

6.2 Expiration Upon Certain Transactions . If at any time the Company plans to sell all or substantially all of its assets or engage in a merger or consolidation of the Company in which the Company will not survive and in which holders of the Common Stock will receive consideration at or above the Exercise Price, as adjusted (other than a merger or consolidation with or into a wholly- or partially-owned subsidiary of the Company), the Company will give the Holder of this Warrant advance written notice. Upon the occurrence of any such event, this Warrant shall automatically be deemed to be exercised in full without any action required on the part of the Holder.

6.3 Adjustments for Reorganization, Mergers, Consolidations or Sales of Assets . If at any time there is a capital reorganization of the Common Stock (other than a recapitalization, combination, or the like provided for elsewhere in this Section 6) or merger or consolidation of the Company with another corporation (other than one covered by Section 6.2), or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant (and only to the extent this Warrant is exercised), the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock, or other securities, deliverable upon the exercise of this Warrant would otherwise have been entitled on such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustments shall be made in the application of the provisions of this Section 6 (including adjustment of the Exercise Price then in effect and number of Warrant Shares purchasable upon exercise of this Warrant) which shall be applicable after such events.

7. Transfer to Comply with the Securities Act . This Warrant has not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and has been issued to the Holder for investment and not with a view to the distribution of either this Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.

8. Notices . Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, or if mailed, two days after the date of deposit in the United States mails, as follows:

If to the Company, to:

PEDEVCO Corp.

4125 Blackhawk Plaza Circle, Suite 201

Danville, CA 94506

Attention: Chief Executive Officer and General Counsel

With a copy to:

The Loev Law Firm, PC

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Attention: David M. Loev, Esq.

If to the Holder, to his address appearing on the Company’ records.

Any party may designate another address or person for receipt of notices hereunder by notice given to the other parties in accordance with this Section.

9. Supplements and Amendments; Whole Agreement . This Warrant may be amended or supplemented only by an instrument in writing signed by the Company and the Holder hereof. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein.

10. Governing Law . This Warrant shall be deemed to be a contract made under the laws of the State of Texas and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Texas or in the federal courts located in Harris County, Texas. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

11. Counterparts . This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

12. Descriptive Headings . Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

13. Assignability . This Warrant or any part hereof may only be hereafter assigned by the Holder to an affiliate thereof executing documents reasonably required by the Company. Any such assignment shall be binding on the Company and shall inure to the benefit of any such assignee.

[Remainder of the page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the Warrant Date set forth above.

	PEDEVCO CORP. By: ______________________________________ Name: Frank C. Ingriselli Title: President and CEO HOLDER: _________________________________________ By: ______________________________________
	Name: ____________________________________ Title: _____________________________________

NOTICE OF EXERCISE OF WARRANT

The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant dated as of ______________________, to purchase _____________ shares of the Common Stock of PEDEVCO Corp., and tenders herewith payment in accordance with the first paragraph of Section 2 of the Warrant, pursuant to the provisions of Section 2 of the Warrant.

Please deliver the stock certificate to:

______________________________________

Dated: ___________________

By:_______________________

Exhibit 99.1

PEDEVCO CORP.

PROFORMA FINANCIAL STATEMENTS

The following unaudited pro forma consolidated balance sheet gives effect to the debt restructuring on the balance sheet of PEDEVCO CORP. as of March 31, 2018, giving effect to the transaction as if the transaction had occurred as of March 31, 2018. The transaction was completed on June 26, 2018. The adjustments include only the debt related transactions with a material effect on the shareholder’s equity, including the new 3-year promissory note of $7.7 million in principal with an 8% annual interest rate (the $9.5 million of new debt shown below as Note Payable – Promissory Note is based on accounting guidance for troubled debt restructuring, which requires that all of the interest to be paid, estimated at $1.8 million, be included in the new debt amount being recorded on the balance sheet); the extinguishment of the existing Tranche B debt with accrued interest; the extinguishment of the subordinated debt with accrued interest; and the extinguishment of the existing Tranche A debt with accrued interest.

PEDEVCO CORP.

UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share and per share data)

	March 31, 2018	Pro forma Adjustments	Adjusted March 31, 2018
Assets
Current assets:
Cash	$ 876		$ 876
Accounts receivable – oil and gas	351		351
Prepaid expenses and other current assets	160		160
Total current assets	1,387		1,387

Oil and gas properties:
Oil and gas properties, subject to amortization, net	34,359		34,359
Oil and gas properties, not subject to amortization, net	-		-
Total oil and gas properties, net	34,359		34,359

Other assets	85		85
Total assets	$ 35,831		$ 35,831

Liabilities and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$ 350		$ 350
Accrued expenses	2,219	$ (1,600 )	619
Revenue payable	578		578
Convertible notes payable – Bridge Notes, net of premiums of $113,000 and $113,000, respectively	588		588
Total current liabilities	3,375	(1,600 )	1,775

Long-term liabilities:
Accrued expenses	1,677	(1,677 )	-
Accrued expenses – related party	1,994	(1,994 )	-
Notes payable – Secured Promissory Notes, net of debt discount of $2,120,000 and $2,603,000, respectively	35,821	(35,821 )	-
Notes payable – Secured Promissory Notes – related party, net of debt discount of $919,000 and $1,148,000 respectively	16,543	(16,543 )	-
Notes payable – Subordinated – related party	11,831	(11,831 )	-
Notes payable – other	4,925	(4,925 )	-
Notes payable – Promissory Notes	-	9,500	9,500
Asset retirement obligations	496		496
Total liabilities	77,022	(64,891 )	12,131

Commitments and contingencies

Shareholders’ deficit:
Series A convertible preferred stock, $0.001 par value, 100,000,000 shares authorized, 66,625 and 66,625 shares issued and outstanding, respectively	-		-
Common stock, $0.001 par value, 200,000,000 shares authorized; 7,278,754 and 7,278,754 shares issued and outstanding, respectively	7		7
Additional paid-in capital	101,137		101,137
Accumulated deficit	(142,335 )	64,891	(77,444 )
Total shareholders’ equity (deficit)	(41,191 )	64,891	23,700

Total liabilities and shareholders’ equity (deficit)	$ 35,831	$ -	$ 35,831

Exhibit 99.2

Pacific Energy Development Closes Strategic Investment

Successful Restructuring of Balance Sheet

Positioned for Future Growth and Development

Danville, CA, Tuesday, June 26, 2018 – PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE American: PED) (the Company") reported today that it entered into a series of transactions resulting in the satisfaction and retirement of substantially all of its existing debt, successfully erasing over $75 million in debt and replacing it with $7.7 million in three-year 8% senior note funded by a strategic investor, SK Energy LLC. With these transactions, the Company estimates that it has increased its stockholders' equity by over $64 million.

With the Company’s balance sheet restructured, the Company believes it is now well-positioned to execute upon its business plan of developing its current assets, which include over $51 million in proved undeveloped reserves (PUDs) (undiscounted net present value) as most recently estimated by the Company’s independent reserve engineers and growing the Company through accretive acquisitions.

SK Energy LLC is wholly owned by Dr. Simon Kukes, a global energy businessman who has developed and ran multi-billion dollar energy companies around the world. His strategic leadership and vision has proven and delivered shareholder value globally for decades with such prominent companies as Phillips and Amoco, where he was in a leading technical position, and where he authored and obtained more than 130 patents, and also in a recent successful joint venture with Hess Corporation, and many other companies globally.

Mr. Frank Ingriselli, the Chairman, President & CEO of the Company, commented, "I personally committed to the Board and our shareholders publicly that we would use our best efforts and dedicate the Company to finding a strategic investor that would allow the Company to not only restructure its balance sheet and regain compliance with NYSE American listing standards, but that would be aligned with our strategy of accretively developing the Company’s existing assets and to also allow us to additionally focus on accretive acquisitions. We believe our new strategic investor, SK Energy, is the perfect partner to help us achieve all of these ends. Dr. Simon Kukes is a global strategic energy businessman who has successfully built multi-billion dollar enterprises and we believe his technical expertise, entrepreneurship and access to capital will put our Company on a path to deliver on its future plans to grow the Company and shareholder value.”

Dr. Simon Kukes, added, "I am excited to make this investment in PEDEVCO whose assets were only hindered in their development by its strangling debt situation. I believe the Company is now well-positioned to develop its assets, grow production, and seek accretive acquisitions. I hope to be able to assist the Company in those plans by working with them alongside American Resources Inc. (who assisted SK Energy in this transaction) to develop current assets, identify future opportunities and secure its capital needs."

About Pacific Energy Development (PEDEVCO Corp.)

PEDEVCO Corp, d/b/a Pacific Energy Development (NYSE American: PED), is a publicly-traded energy company engaged in the acquisition and development of strategic, high growth energy projects, including shale oil and gas assets, in the United States. The Company’s principal asset is its D-J Basin Asset located in the D-J Basin in Weld County, Colorado. Pacific Energy Development is headquartered in Danville, California, with an operations office in Houston, Texas.

Cautionary Statement Regarding Forward Looking Statements

All statements in this press release that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular, when used in the preceding discussion, the words "estimates," "believes," "hopes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company's control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 and subsequently filed Quarterly Reports on Form 10-Q under the heading "Risk Factors". The Company operates in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statements, except as otherwise required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. Readers are also urged to carefully review and consider the other various disclosures in the Company's public filings with the Securities Exchange Commission (SEC).

Contacts

Pacific Energy Development

1-855-733-3826

PR@pacificenergydevelopment.com