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): February 5, 2021 (February 5,
2021)
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, 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):
[ ] 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))
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. ☐
On February 5, 2021, PEDEVCO Corp. (the
“Company”)
filed a press release disclosing the closing of its previously
announced underwritten public offering and the full exercise of the
underwriters’ over-allotment option in connection therewith.
In total the Company sold an aggregate of 5,968,500 shares of
common stock at a public offering price of $1.50 per share, and
raised net proceeds (after deducting the underwriters’
discount equal to 6% of the public offering price and expenses
associated with the offering) of approximately $8.3 million. The
Company intends to use the net proceeds from the
offering (i) to fund the Company’s 2021 Permian Basin
and D-J Basin asset development programs, (ii) to fund potential
acquisition opportunities, and (iii) for general corporate purposes
and working capital. It may also use all or a portion of the net
proceeds from the offering to fund possible investments in, or
acquisitions of, complementary businesses or assets, although the
Company does not currently have any agreements or commitments with
respect to any investment or acquisition.
Kingswood Capital Markets, division of Benchmark
Investments, Inc., as representative of the underwriters (the
“Kingswood”)
acted as sole bookrunner for the offering. The shares of common
stock were offered by the Company pursuant to a registration
statement on Form S-3 (File No. 333-250904), filed with the
Securities and Exchange Commission (the “Commission”)
on November 23, 2020, which was declared effective by the
Commission on December 2, 2020 (the “Registration
Statement”), and a
prospectus supplement forming a part of the effective Registration
Statement, dated February 2, 2021.
More details regarding the offering are described
in the Company’s Current Report on Form
8-K filed with the Commission
on February 3, 2021 and the aforementioned prospectus
supplement.
A copy of the press release is attached hereto
as Exhibit 99.1 and
is incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Number
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Description
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Press
Release dated February 5, 2021
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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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Date: February
5, 2021
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By:
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/s/ Simon
G. Kukes
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Simon G. Kukes
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Chief
Executive Officer
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Exhibit
99.1
PEDEVCO Corp. Announces Closing of $8.95 Million
Underwritten
Offering of Common Stock Including Full Exercise of the
Underwriters’
Over-Allotment Option
HOUSTON, TX, February 5, 2021 – PEDEVCO Corp.
(NYSE: PED), today announced
the closing of an underwritten public offering of 5,968,500 shares
of common stock (the "Shares") at a public offering price of $1.50
per share, which included the full exercise of the
underwriter’s over-allotment option, for gross proceeds to
the Company of approximately $8.95 million, before deducting
underwriting discounts and other offering expenses.
Kingswood
Capital Markets, division of Benchmark Investments, Inc. acted as
the sole book runner for the Offering.
The
shares of common stock described above were offered by PEDEVCO
Corp. pursuant to a "shelf" registration statement on Form S-3
(File No. 333-250904) filed with the Securities and Exchange
Commission (SEC) and the accompanying base prospectus contained
therein. The offering of the shares of common stock was made only
by means of the base prospectus and a prospectus supplement,
forming a part of the effective registration statement. A final
prospectus supplement and the accompanying base prospectus relating
to and describing the terms of the offering were filed with the
SEC. Copies of the final prospectus supplement and the accompanying
base prospectus relating to this offering may be obtained on the
SEC's website at http://www.sec.gov or by contacting
Kingswood Capital Markets, division of Benchmark Investments, Inc.,
Attention: Syndicate Department, 17 Battery Place, Suite 625, New
York, NY 10004, by email at syndicate@kingswoodcm.com, or by
telephone at (212) 404-7002.
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About PEDEVCO Corp.
PEDEVCO
Corp. (NYSE American:PED) is a publicly-traded energy company
engaged in the acquisition and development of strategic, high
growth energy projects in the United States. PEDEVCO's principal
assets are its San Andres Asset located in the Northwest Shelf of
the Permian Basin in eastern New Mexico, and its Denver-Julesberg
("D-J") Basin Asset located in the D-J Basin in Weld and Morgan
Counties, Colorado. PEDEVCO is headquartered in Houston, Texas.
More information about PEDEVCO can be found at
www.pedevco.com.
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, 2019 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).
CONTACT:
PEDEVCO Corp.
(713) 221-1768
PR@pedevco.com