PEDEVCO CORP (Form: 8-K, Received: 12/11/2024 08:10:31)

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): December 7, 2024

PEDEVCO CORP.

(Exact name of registrant as specified in its charter)

Texas

001-35922

22-3755993

(State or other jurisdiction

of incorporation or organization)

(Commission

file number)

(IRS Employer

Identification No.)

575 N. Dairy Ashford, Suite 210

Houston, Texas

77079

(Address of principal executive offices)

(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):

☐	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	Trading Symbol(s)	Name of each exchange on which registered
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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)/(c)/(d)

On December 7, 2024, the Board of Directors (the “Board”) of PEDEVCO Corp. (the “Company”, “PEDEVCO”, “we” and “us”) appointed current Company President, J. Douglas Schick, to the office of President and Chief Executive Officer (Principal Executive Officer) of the Company, and the Board, with the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Mr. Schick as a member of the Company’s Board, each effective January 1, 2025. Mr. Schick will replace current Company Chief Executive Officer (CEO) and Principal Executive Officer, Dr. Simon G. Kukes, in the position of CEO, with Dr. Kukes stepping down as CEO and Principal Executive Officer, and remaining on the Company’s Board of Directors as Executive Chairman, commencing January 1, 2025. Current Chairman of the Board, Mr. John Scelfo will step down as Chairman of the Board effective January 1, 2025, but shall remain on the Board of Directors as an independent director and Chairman of the Audit and Compensation Committees of the Company’s Board of Directors.

Mr. Schick’s biographical information as required by Item 5.2(c) of Form 8-K is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on July 12, 2024 (the “Proxy Statement”), under the heading “Executive Officers—J. Douglas Schick, President”, and is incorporated by reference herein.

The Company and Mr. Schick entered into an Amendment No. 2 to Offer Letter, dated December 9, 2024 (the “Amendment No. 2”), which provides for the appointment of Mr. Schick to the office of President and Chief Executive Officer, and increases Mr. Schick’s annual base salary to $350,000 in connection with this promotion, all effective January 1, 2025.

There are no arrangements or understandings between Mr. Schick and any other person pursuant to which Mr. Schick was selected to serve as an officer or director of the Company, nor is Mr. Schick a party to any material plan, contract or arrangement (whether or not written) with the Company or a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except in connection with the Offer Letter, as amended to date, between the Company and Mr. Schick dated August 1, 2018, as described in the Proxy Statement under “Executive Compensation—Agreements with Current Named Executive Officers”, the description of which is incorporated by reference herein. There are no family relationships between any director or executive officer of the Company, including Mr. Schick.

It is not expected that Mr. Schick will serve on any committees of the Board.

Prior to Mr. Schick’s appointment to the Board, the Board had increased the number of members of the Board from three (3) to four (4) pursuant to the power provided to the Board by the Bylaws of the Company.

In addition, on December 7, 2024, the Board appointed Jody Crook to the office of Chief Commercial Officer of the Company, effective January 1, 2025. The Company and Mr. Crook entered into an Offer Letter, dated December 8, 2024 (the “Crook Offer Letter”), which provides for the appointment of Mr. Crook to the office of Chief Commercial Officer, effective January 1, 2025, at an annual salary of $280,000, with a discretionary annual cash bonus of up to 40% of his then-current salary, a guaranteed cash bonus of $100,000 payable in January 2025, and, subject to Board approval and the Company’s 2021 Equity Incentive Plan (the “Plan”), the grant of a number of shares of restricted Company Common Stock equal to (x) $250,000 divided by (y) the then-current fair market value of the Company Common Stock as determined under the Plan, vesting 1/3 per year over three years following the date of grant, subject to Mr. Crook’s continued employment with the Company. Mr. Crook is also eligible to receive additional bonuses from time to time, in cash or equity, in the discretion of the Board. The Crook Offer Letter includes customary confidentiality requirements and conflict of interest provisions. The agreement can be terminated at any time, for any reason, by either party, with thirty days prior written notice.

Jody D. Crook, age 48, Chief Commercial Officer

Mr. Crook has over twenty-five years of experience in the oil and gas industry. Prior to his appointment as Chief Commercial Officer of the Company effective January 1, 2025, Mr. Crook served as a Senior Advisor for Land and Business Development activities for the Company, both as an employee and consultant, since April 2020. Before his tenure at the Company, in 2015 Mr. Crook co-founded Tenet Advisory Group LLC, a Houston-based consulting firm that provides engineering, land, regulatory, and business development services to clients in the oil and gas sector, for which Mr. Crook continues to serve as a principal and provide limited consulting services to, provided that Mr. Crook’s service to Tenant Advisory Group and its clients requires only a minimal time commitment from Mr. Crook and does not conflict with his duties and responsibilities to the Company. Additionally, from 2017 to 2018, Mr. Crook co-founded and served as principal of Bronze Four Resources, LLC, an Austin, Texas-based contract operating company focused on contract drilling, completion, and production operations in the Anadarko basins. Prior to establishing Tenet Advisory Group and Bronze Four Resources, Mr. Crook held various leadership roles at Jones Energy, Ltd., a public oil and gas company in Austin, Texas, from June 2004 to December 2014. His positions included Land Manager, Senior Vice President of Land, Senior Vice President for the Arkoma Region, and Senior Vice President of Acquisitions & Exploration. Mr. Crook began his career in Enron Corp’s Analyst and Associates Program, where he completed rotations in Risk Management and Global LNG from January 2000 to November 2001.

Mr. Crook holds a BBA in Finance & PLM from the University of Oklahoma and an MBA from the University of Texas at Austin.

There are no arrangements or understandings between Mr. Crook and any other person pursuant to which Mr. Crook was selected to serve as an officer of the Company, nor is Mr. Crook a party to any material plan, contract or arrangement (whether or not written) with the Company or a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except in connection with the Crook Offer Letter between the Company and Mr. Crook, discussed above. There are no family relationships between any director or executive officer of the Company, including Mr. Crook.

The foregoing descriptions of the Offer Letter, Amendment No. 2, and Crook Offer Letter do not purport to be complete and are qualified in their entirety by reference to the Offer Letter, as amended, Amendment No. 2 to the Offer Letter, and the Crook Offer Letter, copies of which are filed herewith and/or incorporated by reference herein, as exhibits as Exhibits 10.1 to 10.4 of this Current Report on Form 8-K, and incorporated herein by reference.

Item 8.01 Other Events.

On the December 11, 2024, the Company issued a press release announcing the appointment of Mr. Schick to the office of President and Chief Executive Officer and to the Company’s Board of Directors, the appointment of Dr. Kukes as Executive Chairman of the Board, and the appointment of Mr. Jody Crook as the Company’s new Chief Commercial Officer, among other things. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Offer Letter with J. Douglas Schick as President dated August 1, 2018** (Filed as Exhibit 10.4 to the Current Report on Form 8-K filed by PEDEVCO Corp. with the Securities and Exchange Commission on August 1, 2018, and incorporated by reference herein).

10.2		Amendment No. 1 to Offer Letter, effective April 1, 2020, entered into by and between J. Douglas Schick and PEDEVCO Corp.** (Filed as Exhibit 10.5 to the Current Report on Form 8-K filed by PEDEVCO Corp. with the Securities and Exchange Commission on March 31, 2020, and incorporated by reference herein).

10.3#		Amendment No. 2 to Offer Letter between PEDEVCO Corp. and J. Douglas Schick, dated December 9, 2024**

10.4#		Offer Letter with Jody Crook dated December 8, 2024**

99.1*		Press Release dated December 11, 2024

104		Inline XBRL for the cover page of this Current Report on Form 8-K

# Filed herewith.

* Furnished herewith.

** Indicates management contract or compensatory plan or arrangement.

The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.

Forward-Looking Statements

The press release furnished as Exhibit 99.1, to this Current Report on Form 8-K, contains forward-looking statements within the safe harbor provisions under the federal securities laws, including The Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company and its subsidiaries to be materially different than those expressed or implied in such statements, as described in greater detail in the press release furnished as Exhibit 99.1. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and the Company’s website at https://www.PEDEVCO.com/ped/sec_filings, and specifically including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

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.

	PEDEVCO CORP.

Date: December 11, 2024	By:	/s/ Dr. Simon G. Kukes
		Dr. Simon G. Kukes
		Chief Executive Officer

EXHIBIT 10.3

AMENDMENT NO. 2 TO OFFER LETTER

This Amendment No.2 to Offer Letter (“Amendment”), effective as of January 1, 2025, is entered into by and between PEDEVCO Corp. (herein referred to as the “Company”), and John Douglas Schick.

WHEREAS, the Company and you have entered into an offer letter, dated July 30, 2018, as amended on April 1, 2020 (the “Offer Letter”), concerning the employment of you as President of the Company and your “Base Salary” paid to you as an employee of the Company; and

WHEREAS, the parties wish to amend the Offer Letter to revise certain terms of your Offer Letter as set forth herein in order to promote you to the office of President and Chief Executive Officer and to increase your “Base Salary”;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

	1.	Promotion to President and Chief Executive Officer: Effective January 1, 2025, you will be promoted to the office of President and Chief Executive Officer of the Company, reporting to the Company’s Board of Directors.

	2.	Base Salary Increase. Commencing January 1, 2025, your “Base Salary” shall be increased to $29,166.67 per month ($350,000 per annum). Further, your “Base Salary” for purposes of calculating any payments due under the termination provisions set forth in Section 10 of the Offer Letter shall be your then-current “Base Salary”.

	3.	Except to the extent modified hereby, the Offer Letter shall remain in full force and effect.

	4.	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: December 7, 2024

	/s/ Dr. Simon Kukes
	Dr. Simon Kukes
	Chief Executive Officer

Date: December 9, 2024

	/s/ John Douglas Schick
	John Douglas Schick

Amendment to Schick Offer Letter

EXHIBIT 10.4

December 4, 2024

Jody Crook

Houston, Texas

Re:

Offer of Employment as Chief Commercial Officer

Dear Jody,

It is our pleasure to extend to you on behalf of PEDEVCO Corp. (the “Company”), an offer of full-time employment in the position of Chief Commercial Officer of the Company, commencing as of January 1, 2025 (or as soon as mutually agreed with the Company), at the Company’s Houston, Texas office, in accordance with the terms and conditions contained in this letter agreement (the “Agreement”), the adequacy and sufficiency of which are hereby acknowledged. If accepted, this position will replace and supersede in its entirety your current employment position with the Company.

1. DUTIES. The Company requires that you be available to perform the duties of Chief Commercial Officer customarily related to these functions as may be determined and assigned by the Company’s Chief Executive Officer, or his designees or assigns. Subject to the terms of this Agreement, the Company shall have the right, to the extent the Company from time to time reasonably deems necessary or appropriate, to change your position, or to expand or reduce your duties and responsibilities. In this position you will report to the Company’s Chief Executive Officer, or his designees or assigns, and you agree to devote as much time as is necessary to discharge and perform completely the duties described in this Section 1, and perform such other duties as the Company’s Chief Executive Officer, or his designees or assigns, may from time to time assign to you.

2. TERM. The term of this Agreement shall commence on January 1, 2025, or as soon as mutually agreed with the Company, and shall continue until your employment is terminated by the Company or by you. This offer is not to be considered a contract guaranteeing employment for any specific duration. As an at-will employee, both you and the Company have the right to terminate your employment at any time with or without cause.

3. WORK LOCATION. Your work will be performed at the Company’s Houston offices, which location may be subject to future changes, and will require occasional travel to the field as required from time to time. The office is currently located at 575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, TX 77079.

575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, TX 77079 T: (713) 574-7905 F: (713) 236-8441

www.PEDEVCO.com

Jody Crook

Page 2 of 6

4. COMPENSATION. For all services to be rendered by you to the Company in any capacity hereunder, the Company agrees to pay you the following compensation:

a. During the term of your employment with the Company you will initially be paid a base salary of $23,333.34 per month ($280,000.00 per annum) for this exempt position (your “Base Salary”), paid bi-monthly in arrears in accordance with the customary payroll practices of the Company.

b. You will be reviewed by management, not less than annually, and in connection with such review, will be eligible for a discretionary cash performance bonus each year of up to 40% of your then-current annual Base Salary (pro-rated for partial years of employment), awarded in the sole discretion of the Company. Notwithstanding the foregoing, the Company shall grant and pay to you a guaranteed cash bonus of $100,000.00 in January 2025 in connection with the Company’s year 2024 annual performance review process (the “2024 Review”), subject to your continued employment with the Company at the time of such grant.

c. Subject to the Company’s Board’s approval, in January 2025 in connection with the 2024 Review, you will be granted a number of shares of the Company’s Common Stock under the Company’s employee equity incentive plan (the “Plan”) equal to (x) $250,000 divided by (y) the fair market value of the Company’s Common Stock as measured on the grant date as calculated under the Plan, which shares shall vest in accordance with the following schedule, subject to your continued service with the Company and the terms of a Board-approved restricted stock purchase agreement to be entered into between you and the Company: (i) 1/3 of the shares on the one (1) year anniversary of 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. You shall also be considered for additional grants of restricted stock and/or options in the Board’s sole discretion. You acknowledge that the Company is not obligated to award you any cash or equity bonus in any year exempt as expressly set forth in this Offer Letter.

d. You will also be entitled to participate in the Company’s 401(k) savings program which has been adopted by the Company.

You agree that if any payment of compensation paid to you by the Company or any affiliate, whether under this Agreement or otherwise, results in income or wages to you for federal, state, local or foreign income, employment or other tax purposes with respect to which the Company or any affiliate has a withholding obligation, the Company and its affiliates are authorized to withhold from such payment and any other cash, stock, property or other remuneration then or thereafter payable to you in any capacity any tax required to be withheld by reason of such income or wages.

575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, TX 77079 T: (713) 574-7905 F: (713) 236-8441

www.PEDEVCO.com

Jody Crook

Page 3 of 6

5. EMPLOYEE BENEFITS

a. You shall be eligible to participate in the employee benefit plans, programs and policies maintained by the Company for similarly situated employees in accordance with the terms and conditions of such plans, programs, and policies as in effect from time to time.

b. In accordance with and subject to the terms of the Company’s expense reimbursement policy, the Company shall pay or reimburse you for reasonable expenses actually incurred or paid by you in the performance of your services hereunder upon the presentation of expense statements or vouchers or such other appropriate supporting information as the Company may reasonably require of you.

c. You will be entitled to up to four (4) weeks of paid vacation per annum (pro-rated for partial years of service) in addition to the normal statutory holidays, provided, however, that vacation is to be taken at such times and intervals as may be agreed by the Company having regard to your workload and needs of the Company.

6. CONFIDENTIALITY. You acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, at the inception of your employment, and continuing on an ongoing basis, the Company agrees to provide you with, and you will necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). Additional terms governing confidentiality and Confidential Information are included in the "Employee Non-Disclosure and Assignment Agreement" attached hereto. In exchange for the Company’s promise to provide you with Confidential Information, you covenant not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information, except as properly required in the ordinary course of the Company's business or as directed and authorized by the Company. The obligations set forth in this paragraph shall survive any termination of this Agreement and your employment relationship with the Company.

7. CONFLICTS OF INTEREST; COMPLIANCE WITH LAW. You covenant and agree that you will not receive and have not received any payments, gifts or promises and you will not engage in any employment or business enterprises that in any way conflict with your service and the interests of the Company or its affiliates. In addition, you agree to comply with the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over you, the Company or any of the Company’s subsidiaries. Further, you shall not make any payments, loans, gifts or promises or offers of payments, loans or gifts, directly or indirectly, to or for the use or benefit of any official or employee of any government or to any other person if you know, or have reason to believe, that any part of such payments, loans or gifts, or promise or offer, would violate the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over you, the Company or any of the Company’s subsidiaries. By signing this Agreement, you acknowledge that you have not made and will not make any payments, loans, gifts, promises of payments, loans or gifts to or for the use or benefit of any official or employee of any government or to any other person which would violate the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over you, the Company or any of the Company’s subsidiaries.

575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, TX 77079 T: (713) 574-7905 F: (713) 236-8441

www.PEDEVCO.com

Jody Crook

Page 4 of 6

8. AT-WILL EMPLOYMENT. You understand that your employment with the Company may be terminated by you or the Company at any time and for any reason. No provision of this Agreement or any other agreement with the Company shall be construed to create a promise of employment for any specific period of time. This Agreement supersedes in its entirety any and all prior agreements and understandings concerning your employment relationship with the Company, whether written or oral.

9. TERMINATION. With or without cause, you and the Company may each terminate this Agreement at any time upon thirty (30) days written notice, and the Company will be obligated to pay you the earned and accrued compensation and expenses due up to the date of the termination.

10. AUTHORIZATION TO WORK. This offer is conditioned upon the following: (1) you presenting evidence of your authorization to work in the United States and your identity sufficient to allow the Company to complete the Form I-9 required by law; (2) satisfactory completion of a background and reference check; and (3) passing the required pre-employment drug test, if and as applicable.

11. EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

12. NOTICE. Any and all notices referred to herein will be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s office address in Houston, Texas.

13. GOVERNING LAW. This Agreement will be governed and interpreted in accordance with, and the rights of the parties hereto will be determined by, the laws of the State of Texas without regard to its choice of law or conflicts of laws principles or any other law that would require the application of the substantive law of another state.

14. ASSIGNMENT. The rights and benefits of the Company under this Agreement will be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. Your duties and obligations under this Agreement are personal and therefore you may not assign any right or duty under this Agreement without the prior written consent of the Company.

575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, TX 77079 T: (713) 574-7905 F: (713) 236-8441

www.PEDEVCO.com

Jody Crook

Page 5 of 6

15. ARBITRATION. You and the Company agree that any unresolved dispute or controversy between you and the Company arising under or in connection with this Agreement, or your employment or termination of employment with the Company, ("Arbitrable Claims") shall be resolved and settled exclusively by final and binding arbitration. You, the Company and its agents hereby waive any rights each may have to a jury trial in regard to the Arbitrable Claims. You and the Company further agree that the arbitrator shall have the sole authority to determine arbitrability of any such Arbitrable Claims. You also agree that any Arbitrable Claims shall by resolved on an individual basis, and you agree to waive your right to consolidate any Arbitrable Claims with the claims of any other person in a class or collective action. Arbitration shall be conducted by a single arbitrator before the American Arbitration Association ("AAA") in Houston, Texas (or other mutually agreed upon city) under the AAA Employment Arbitration Rules, or equivalent rules in effect at the time the arbitration demand is filed. As in any arbitration, the burden of proof shall be allocated as provided by applicable law. The arbitrator shall have the same authority as a court to award equitable relief, damages, costs, and fees as provided by law or the applicable AAA rules for the particular claims asserted. The arbitrator shall not have the authority to add to, detract from, or modify any provision hereof. A decision by the arbitrator shall be in writing and will be final and binding. Judgement may be entered on the arbitrator's award in any court having jurisdiction. Notwithstanding the foregoing, the Company shall be entitled to seek a temporary restraining order, injunctive or other equitable relief from any court of competent jurisdiction, without the need to resort to arbitration in the event that you violate Section 6 of this Agreement. This provision shall be governed under the Federal Arbitration Act.

16. MISCELLANEOUS. If any provision of this Agreement will be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

17. ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

18. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

19. ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

[Remainder of Page Left Blank Intentionally

575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, TX 77079 T: (713) 574-7905 F: (713) 236-8441

www.PEDEVCO.com

If you are in agreement with the terms set forth herein, please sign below.

	Yours truly,

	PEDEVCO CORP.

	/s/ Clark R. Moore
	Clark R. Moore
	EVP and General Counsel
	575 N. Dairy Ashford, Energy Center II
	Suite 210
	Houston, Texas 77079

Agreed and Accepted December 8, 2024

/s/ Jody D. Crook
Jody Crook
Houston, Texas

575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, TX 77079 T: (713) 574-7905 F: (713) 236-8441

www.PEDEVCO.com

EXHIBIT 99.1

PEDEVCO Announces Appointment of New Chief Executive Officer, New Chief Commercial Officer, and Board of Director Changes

HOUSTON, TX / ACCESSWIRE / December 11, 2024 / PEDEVCO Corp. (NYSE American: PED) ("PEDEVCO" or the "Company"), an energy company engaged in the acquisition and development of strategic, high growth energy projects in the U.S., announced today that its Board of Directors has appointed J. Douglas Schick, the Company’s current President since August 2018, as the Company's new Chief Executive Officer and a member of the Board, and is expanding its executive management and development team with the hiring of Mr. Jody Crook as the Company’s new Chief Commercial Officer, all effective January 1, 2025. Mr. Schick succeeds Dr. Simon G. Kukes, who will step down as Chief Executive Officer and assume the role of Executive Chairman of the Company’s Board of Directors.

Dr. Kukes, the Company’s current Chief Executive Officer and newly appointed Executive Chairman, commented, "Since taking over the Company in 2018, our team has worked closely to increase production, contain costs, raise capital, secure a $250 million reserve based credit facility with Citibank, and enter into key joint development agreements in the Permian and D-J Basins, all of which Mr. Schick has been instrumental in achieving. With the Company’s clean balance sheet, cash on hand, zero debt, and $250 million reserve based lending facility available to fund future organic development and accretive acquisition opportunities, and now with an expanded operations and development team, we believe the Company is well-positioned for continued growth under Mr. Schick’s leadership.”

About J. Douglas Schick

Mr. Schick has over twenty-five years of experience in the energy industry. Prior to joining the Company as President on August 1, 2018, Mr. Schick was employed by American Resources, Inc., a privately held oil and gas investment, development and operating company which he co-founded and serves as Chief Executive Officer (from August 2017 to the present) and formerly as Chief Financial Officer and Vice President of Business Development (from August 2013 to August 2017). Prior to starting American Resources, Mr. Schick served as the founder, owner and principal of J. Douglas Enterprises, an energy industry focused business development and financial consulting firm (from June 2011 to August 2013) as Vice President of Finance (from January 2011 until its sale in June 2011) for Highland Oil and Gas, as Manager of Planning and then Director of Planning at Mariner Energy, Inc. (from December 2006 until its merger with Apache Corp. in December 2010), and in various roles of increasing responsibility in finance, planning, M&A, treasury and accounting at The Houston Exploration Company, ConocoPhillips and Shell Oil Company (from 1998 to 2006). Mr. Schick holds a BBA in Finance from New Mexico State University and an MBA with a specialization in Finance from Tulane University.

About Jody Crook

Mr. Crook has over twenty-five years of experience in the energy industry. Mr. Crook has served as a Senior Advisor for Land and Business Development activities for the Company since April 2020. Prior to joining the Company, in 2015 Mr. Crook co-founded Tenet Advisory Group LLC, a Houston-based consulting firm that provides engineering, land, regulatory, and business development services to the oil and gas sector, and from 2017 to 2018 Mr. Crook co-founded and served as principal of Bronze Four Resources, LLC, an Austin-based contract operating company focused on contract drilling, completion, and production operations in the Anadarko basins. From 2004 to 2014 Mr. Crook held various leadership roles at Jones Energy, Ltd., a public oil and gas company based in Austin, Texas, including as Land Manager, Senior Vice President of Land, Senior Vice President for the Arkoma Region, and Senior Vice President of Acquisitions & Exploration. Mr. Crook holds a BBA in Finance & PLM from the University of Oklahoma and an MBA from the University of Texas at Austin.

About PEDEVCO Corp.

PEDEVCO is a publicly-traded energy company engaged in the acquisition and development of strategic, high growth energy projects in the United States. The Company's principal assets are its San Andres Asset located in the Northwest Shelf of the Permian Basin in eastern New Mexico, and its D-J Basin Asset located in the D-J Basin in Weld and Morgan Counties, Colorado and Southeastern Wyoming. PEDEVCO is headquartered in Houston, Texas. More information about PEDEVCO can be found at www.pedevco.com.

Cautionary Statement Regarding Forward Looking Statements

This press release may contain forward-looking statements, including information about management's view of PEDEVCO's future expectations, plans and prospects, within the meaning of the federal securities laws, including the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements within the meaning of the Act and such laws, and are subject to the safe harbor created by the Act and applicable laws. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of PEDEVCO and its subsidiaries to be materially different than those expressed or implied in such statements. The forward-looking statements include projections and estimates of the Company's corporate strategies, future operations, development plans and programs, including the costs thereof, drilling locations, estimated oil, natural gas and natural gas liquids production, price realizations, projected operating, general and administrative and other costs, projected capital expenditures, efficiency and cost reduction initiative outcomes, statements regarding future production, costs and cash flows, liquidity and our capital structure. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the volatility of oil and natural gas prices, our success in discovering, estimating, developing and replacing oil and natural gas reserves, risks of our operations not being profitable or generating sufficient cash flow to meet our obligations; risks relating to the future price of oil, natural gas and NGLs; risks related to the status and availability of oil and natural gas gathering, transportation, and storage facilities; risks related to changes in the legal and regulatory environment governing the oil and gas industry, and new or amended environmental legislation and regulatory initiatives; risks relating to crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; technological advancements; changing economic, regulatory and political environments in the markets in which the Company operates; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict; actions of competitors or regulators; the potential disruption or interruption of the Company’s operations due to war, accidents, political events, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the Company’s control; risks related to the need for additional capital to complete future acquisitions, conduct our operations, and fund our business on favorable terms, if at all, the availability of such funding and the costs thereof; risks related to the limited control over activities on properties we do not operate and the speculative nature of oil and gas operations in general; risks associated with the uncertainty of drilling, completion and enhanced recovery operations; risks associated with illiquidity and volatility of our common stock, dependence upon present management, the fact that Dr. Simon G. Kukes, our current CEO and member of the Board, beneficially owns a majority of our common stock, and our ability to maintain the listing of our common stock on the NYSE American; pandemics, governmental responses thereto, economic downturns and possible recessions caused thereby; inflationary risks and recent increased interest rates, and the risks of recessions and economic downturns caused thereby or by efforts to reduce inflation; risks related to military conflicts in oil producing countries; changes in economic conditions; limitations in the availability of, and costs of, supplies, materials, contractors and services that may delay the drilling or completion of wells or make such wells more expensive; the amount and timing of future development costs; the availability and demand for alternative energy sources; regulatory changes, including those related to carbon dioxide and greenhouse gas emissions; and others that are included from time to time in filings made by PEDEVCO with the Securities and Exchange Commission, many of which are beyond our control, including, but not limited to, in the "Risk Factors" and “Cautionary Note Regarding Forward-Looking Statements” sections of its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities and Exchange Commission, including, but not limited to its Annual Report on Form 10-K for the year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. These reports are available at www.sec.gov. The Company cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on PEDEVCO's future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. PEDEVCO cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

CONTACT:

PEDEVCO Corp.

(713) 221-1768

PR@pedevco.com

SOURCE: PEDEVCO Corp.