Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PEDEVCO CORP.
(Name
of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
70532Y303
(CUSIP
Number)
Dr. Simon G. Kukes
5100 Westheimer Suite 200
Houston, Texas 77056
Telephone: (713) 969-5027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August 29, 2018
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934
(“Act”)
or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see the Notes).
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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SK
Energy LLC
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Check
the Appropriate Box if a Member of a Group
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(a)[X]
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(b)[]
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SEC Use
Only
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Source
of Funds
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WC
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[
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Citizenship
or Place of Organization
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Delaware
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Sole Voting Power
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-0-
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Number
of Shares
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Shared Voting Power
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Beneficially
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7,494,644
shares of Common Stock*
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Owned
by Each
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Reporting
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Sole Dispositive Power
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Person
With
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-0-
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Shared Dispositive Power
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7,494,644
shares of Common Stock*
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,494,644
shares of Common Stock*
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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Not
applicable.
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Percent
of Class Represented by Amount in Row (11)
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49.9%
of the Issuer’s outstanding Common Stock
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Type of
Reporting Person
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OO
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Represents 49.9% of the Issuer’s outstanding Common Stock.
The ownership of the Reporting Persons is limited by the Beneficial
Ownership Limitation described below.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Dr.
Simon G. Kukes
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Check
the Appropriate Box if a Member of a Group
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(a)[X]
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(b)[]
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SEC Use
Only
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Source
of Funds
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PF
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[
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Citizenship
or Place of Organization
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United
States Citizen
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Sole Voting Power
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-0-
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Number
of Shares
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Shared Voting Power
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Beneficially
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7,494,644
shares of Common Stock*
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Owned
by Each
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Reporting
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Sole Dispositive Power
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Person
With
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-0-
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Shared Dispositive Power
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7,494,644
shares of Common Stock*
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,494,644
shares of Common Stock*
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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Not
applicable.
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Percent
of Class Represented by Amount in Row (11)
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49.9%
of the Issuer’s outstanding Common Stock
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Type of
Reporting Person
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IN
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* Represents 49.9% of the Issuer’s outstanding Common Stock.
The ownership of the Reporting Persons is limited by the Beneficial
Ownership Limitation described below.
This Amendment No. 1 (the “Amendment”) amends and
supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “Commission”) on July 10,
2018 (the “Schedule
13D”), by SK Energy LLC, a Delaware limited liability
company (“SK
Energy”), and Dr. Simon G. Kukes (“Kukes”), each a
“Reporting
Person” and collectively, the “Reporting Persons.”
Capitalized terms used but not otherwise defined in this Amendment
have the meanings ascribed to such terms in the Schedule 13D.
Except as expressly amended and supplemented by this Amendment, the
Schedule 13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended
herein are incorporated by reference
herein.
Item 1. Security and Issuer
This
Schedule 13D relates to the common stock, $0.001 par value per
share (“Common
Stock”) of PEDEVCO Corp. (the “Company” or the
“Issuer”). The principal
executive offices of the Company are located at 1250 Wood Branch
Park Dr., Suite 400, Houston, Texas 77079.
Item 3. Source of Amount of Funds or Other
Compensation
Item 3 is hereby amended and modified to include the following
(which shall be in addition to the information previously included
in the Schedule 13D):
On August 1, 2018, SK Energy purchased a $22,000,000 Convertible
Promissory Note (the “Convertible
Not”) from the
Company.
The Convertible Note accrues interest monthly at 8.5% per annum,
which interest is payable on the maturity date unless otherwise
converted into Common Stock. The
Convertible Note and all accrued interest thereon is convertible
into shares of Common Stock, from time to time following August 29,
2018, at the option of the holder thereof, at a conversion price
equal to the greater of (x) $0.10 above the greater of the book
value of the Company’s common stock and the closing sales
price of the Common Stock on the date the Convertible Note was
entered into (the “Book/Market
Price”) (which was $2.03
per share); (y) $1.63 per share; and (z) the
“VWAP
Price”, defined as the
volume weighted average price (calculated by aggregate trading
value on each trading day) of the Common Stock for the 20 trading
days subsequent to, but not including, the date that the Form 8-K
disclosing the Company’s entry into the Convertible Notes was
filed (i.e., through August 29, 2018). The VWAP Price was lower
than $2.13 per share, and as such, the fixed conversion price of
the Convertible Notes, which became convertible, pursuant to their
terms, on August 29, 2018, is $2.13 per share.
The conversion of the SK Energy Convertible Note is subject to a
49.9% conversion limitation (for so long as SK Energy or any of its
affiliates holds such note), which prevents the conversion of any
portion thereof into Common Stock if such conversion would result
in SK Energy beneficially owning (as such term is defined in the
Securities Exchange Act of 1934, as amended) more than 49.9% of the
Company’s outstanding shares of Common Stock (the
“Beneficial Ownership
Limitation”).
The Convertible Note is due and payable on August 1, 2021, but may
be prepaid at any time, without penalty. The Convertible Note
contains standard and customary events of default and upon the
occurrence of an event of default, the amount owed under the
Convertible Note accrues interest at 10% per annum.
Item 5. Interest in Securities of the Issuer
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(a)
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As of
the close of business on September 11, 2018, the Reporting Persons
beneficially own in aggregate 7,494,644 shares of Common Stock
representing 49.9% of the 15,019,327 shares of the Company’s
issued and outstanding Common Stock on such date as confirmed by
the Company’s Transfer Agent on such date.
As of
the close of business on September 11, 2018, SK Energy beneficially
owns an aggregate 7,494,644 shares of Common Stock representing
49.9% of the 15,019,327 shares of the Company’s issued and
outstanding Common Stock on such date as confirmed by the
Company’s Transfer Agent on such date. By virtue of his
relationship with SK Energy discussed in further detail in Item 2,
Kukes is deemed to beneficially own the shares of Common Stock
beneficially owned by SK Energy.
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(b)
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Kukes
may be deemed to have shared power with SK Energy, to vote and
dispose of the securities reported in this Schedule 13D
beneficially owned by SK Energy.
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(c)
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See
Item 3, above.
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(d)
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No
other person has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the
securities beneficially owned by the Reporting
Persons.
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Signatures
After
reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
September 11,
2018
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SK
Energy LLC
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/s/
Dr. Simon G. Kukes
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Dr. Simon G.
Kukes
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Chief Executive
Officer
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/s/
Dr. Simon G. Kukes
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Dr. Simon G. Kukes
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.