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): January 25, 2022
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PEDEVCO CORP. |
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(Exact name of registrant as specified in its charter) |
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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 |
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77079 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 221-1768
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.001 par value per share |
PED |
NYSE American |
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. ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e) |
Restricted Stock Awards |
On January 25, 2022, PEDEVCO Corp. (the “Company”, “we” and “us”) issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors, and in connection with the Company’s 2021 year annual compensation review, an aggregate of 1,200,000 shares of restricted Company common stock and options to purchase an aggregate of 520,000 shares of restricted Company common stock under the Company’s 2021 Equity Incentive Plan (the “Plan”), in consideration for services rendered, and to be rendered, by various officers and employees of the Company. The Plan has been registered on a Form S-8 Registration Statement previously filed by the Company.
Included as part of the issuances was the issuance of:
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(A) |
200,000 shares to Mr. Paul Pinkston, the Company’s Chief Accounting Officer, which shares vest at the rate of (i) 1/3 of such shares on the one (1) year anniversary of the January 25, 2022 grant date (the “Grant Date”); (ii) 1/3 on the two (2) year anniversary of the Grant Date; and (iii) 1/3 on the three (3) year anniversary of the Grant Date (collectively, the “Three Year Vesting Terms”), subject to Mr. Pinkston’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Pinkston; |
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(B) |
400,000 shares to Simon G. Kukes, the Chief Executive Officer of the Company, all of which are subject to the Three Year Vesting Terms, subject to Mr. Kukes’ continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Simon Kukes; |
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(C) |
300,000 shares to Mr. J. Douglas Schick, the President of the Company, all of which are subject to the Three Year Vesting Terms, subject to Mr. Schick’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Schick; |
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(D) |
300,000 shares to Mr. Clark R. Moore, the Executive Vice President, General Counsel and Secretary of the Company, all of which are subject to the Three Year Vesting Terms, subject to Mr. Moore’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Moore; |
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(E) |
five year options to purchase 10,000 shares of restricted Company common stock with an exercise price of $1.17 per share (the closing sales price of the Company’s common stock on the NYSE American on the Grant Date) to Simon Kukes’ wife, who serves as an employee of the Company, all of which are subject to the Three Year Vesting Terms, subject to Mrs. Kukes’ continued service to the Company on such vesting dates, and subject to the terms and conditions of a Stock Option Grant Agreement entered into between the Company and Mrs. Kukes; and |
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five year options to purchase 510,000 shares of restricted Company common stock with an exercise price of $1.17 per share to certain other non-executive employees of the Company, all of which are subject to the Three Year Vesting Terms, subject to such recipient’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Stock Option Grant Agreement entered into between the Company and each such recipient. |
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A copy of the form of Restricted Shares Grant Agreement and form of Stock Option Agreement for the awards granted on January 25, 2022 are incorporated by reference herein as Exhibit 10.2 and 10.3 and are terms thereof are incorporated by reference into this Item 5.02 in their entirety.
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(e) |
Salary Increases and Bonuses |
On January 25, 2022, after recommendation by the Compensation Committee of the Company’s Board of Directors, the Board of Directors of the Company, in connection with the Company’s annual compensation review, approved:
(A) the increase of the annual base salaries for (i) Mr. Paul Pinkston, the Company’s Chief Accounting Officer, from $140,000 to $160,000, (ii) Mr. J. Douglas Schick, the President of the Company, from $250,000 to $290,000, and (iii) Mr. Clark R. Moore, the Executive Vice President, General Counsel and Secretary of the Company, from $250,000 to $280,000, all effective February 1, 2022 (except for Mr. Moore’s amended employment agreement, discussed below, none of the other increases in salary were documented by written agreements or amendments); and
(B) cash bonuses for (i) Mr. Paul Pinkston, the Company’s Chief Accounting Officer, in the amount of $25,000, (ii) Mr. J. Douglas Schick, the President of the Company, in the amount of $95,000, and (iii) Mr. Clark R. Moore, the Executive Vice President, General Counsel and Secretary of the Company in the amount of $90,000.
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(e) |
Amendment to Employment Agreement |
On January 25, 2022, the Company entered into an Amendment No. 3 to Employment Agreement with Clark R. Moore, the Company’s Executive Vice President, General Counsel, and Secretary (the “Amendment”), which, effective February 1, 2022, amends the Employment Agreement entered into by and between the Company and Mr. Moore, dated June 10, 2011, as amended to date, to (i) reflect the increase of his salary to $280,000 per year and to (ii) reduce the lump sum payment provisions payable by the Company to Mr. Moore from 18 months’ salary and target bonus, to 12 months’ salary and target bonus, in the event his employment is terminated due to his death or disability, or is terminated without “Cause” or if he voluntarily resigns for “Good Reason” outside of a “Change of Control” context, as such terms are defined in the Employment Agreement. Other than such changes in salary and severance provisions as discussed above, the terms of the Mr. Moore’s Employment Agreement, as amended to date, remain in place.
The forgoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement * (2) |
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PEDEVCO Corp. 2021 Equity Incentive Plan Form of Stock Option Grant Agreement * (2) |
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Amendment No. 3 to Employment Agreement between PEDEVCO Corp. and Clark R. Moore * |
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104 |
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Inline XBRL for the cover page of this Current Report on Form 8-K |
*Indicates management contract or compensatory plan or arrangement.
**Filed herewith.
(1) Filed on September 1, 2021, as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference (File No. 001-35922).
(2) Filed on September 1, 2021, as an exhibit to the Company’s Registration on Form S-8 and incorporated herein by reference (File No. 333-259248).
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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 hereunto duly authorized.
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PEDEVCO CORP. |
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Date: January 27, 2022 |
By: |
/s/ Simon G. Kukes |
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Simon G. Kukes |
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Chief Executive Officer |
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EXHIBIT 10.4
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
This Amendment No. 3 to Employment Agreement (“Amendment”), dated and effective as of January 25, 2022, is entered into by and between PEDEVCO Corp., as successor-in-interest to Pacific Energy Development Corp. (herein referred to as the “Company”), and Clark R. Moore (“Executive”).
WHEREAS, the Company and Executive have entered into an employment agreement, dated June 10, 2011, as amended to date (the “Agreement”), concerning the employment of Executive as Executive Vice President, General Counsel and Secretary of the Company; and
WHEREAS, the parties wish to amend the Agreement to revise certain terms of the Agreement as set forth herein in order to reduce Company costs on a temporary basis;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:
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Increase in Base Salary: Commencing February 1, 2022, Executive’s annual base salary shall be increased from $250,000.00 to $280,000.00. |
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Amendment to Separation Payment Terms: Effective February 1, 2022, all references to “eighteen (18) months” in Sections 5(a)(2) and 5(a)(3) of the Agreement shall be revised to read “twelve (12) months”. |
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Except to the extent modified hereby, the Agreement shall remain in full force and effect. |
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This Amendment shall be binding upon and inure to the benefit of the parties and their successors and assigns. |
IN WITNESS WHEREOF, the parties have caused the Amendment to be executed as of the date and year first referenced above.
| “The Company” | PEDEVCO Corp. | |
| Date: January 25, 2022 |
/s/ Simon Kukes |
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Simon Kukes | |
| Chief Executive Officer | ||
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Date: January 25, 2022 |
/s/ Clark R. Moore |
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Clark R. Moore |
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Amendment to Moore Employment Agreement