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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): July 30, 2018
001-35922
(Commission file number)
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
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Texas
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22-3755993
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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1250 Wood Branch Park Dr., Suite 400
Houston, Texas 77079
(Address of principal executive offices)
(855)
733-3826
(Issuer’s telephone number)
4125
Blackhawk Plaza Circle, Suite 201
Danville, California 94506
(Former name or former address, if changed since last
report)
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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[
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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))
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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. ☐
Item 1.01 Entry Into a Material Definitive
Agreement.
Convertible Notes
On
August 1, 2018, PEDEVCO Corp. (the “Company”,
“PEDEVCO”,
“we”
and “us”) raised $23,600,000
through the sale of $23,600,000 in Convertible Promissory Notes
(the “Convertible
Notes”). A total of $22,000,000 in Convertible Notes
was purchased by SK Energy LLC (“SK Energy”), a company
wholly-owned by our Chief Executive Officer and director, Dr. Simon
Kukes; $200,000 in Convertible Notes was purchased by an executive
officer of SK Energy; $500,000 in Convertible Notes was purchased
by a trust affiliated with John J. Scelfo, a director of the
Company; and $500,000 in Convertible Notes was purchased by an
entity affiliated with Ivar Siem, our director, and J. Douglas
Schick, who was appointed as the President of the Company on August
1, 2018, as discussed below in Item 5.02; and $400,000 in
Convertible Notes were purchased by unaffiliated
parties.
The
Convertible Notes accrue interest monthly at 8.5% per annum, which
interest is payable on the maturity date unless otherwise converted
into our common stock as described below.
The
Convertible Notes and all accrued interest thereon are convertible
into shares of our common stock, from time to time following the
determination of the VWAP Price (as defined below), at the option
of the holders 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
Company’s common stock on the date the Convertible Notes were
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 Company’s common stock for
the 20 trading days subsequent to, but not including, the date that
this Current Report on Form 8-K is filed with the Securities and
Exchange Commission.
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 of the Company if such conversion
would result in SK Energy beneficially owning (as such term is
defined in the Securities Exchange Act of 1934, as
amended)(“Beneficially Owning”)
more than 49.9% of the Company’s outstanding shares of common
stock.
The
conversion of the other Convertible Notes is subject to a 4.99%
conversion limitation, at any time such note is Beneficially Owned
by any party other than (i) SK Energy or any of its affiliates
(which is subject to the separate conversion limitation described
above); (ii) any officer of the Company; (iii) any director of the
Company; or (iv) any person which at the time of obtaining
Beneficial Ownership of the Convertible Note beneficially owns more
than 9.99% of the Company’s outstanding common stock or
voting stock (collectively (ii) through (iv), “Borrower Affiliates”).
The Convertible Notes are not subject to a conversion limitation at
any time they are owned or held by Borrower
Affiliates.
The
Convertible Notes are due and payable on August 1, 2021, but may be
prepaid at any time, without penalty. The Convertible Notes contain
standard and customary events of default and upon the occurrence of
an event of default, the amount owed under the Convertible Notes
accrues interest at 10% per annum.
The
terms of the Convertible Notes may be amended or waived and such
amendment or waiver shall be applicable to all of the Convertible
Notes with the written consent of Convertible Note holders holding
at least a majority in interest of the then aggregate dollar value
of Convertible Notes outstanding.
Hunter Oil Purchase and Sale Agreement and Stock Purchase
Agreement
On August 1, 2018, PEDCO entered into a Purchase
and Sale Agreement with Milnesand Minerals Inc., a Delaware
corporation, Chaveroo Minerals Inc., a Delaware corporation,
Ridgeway Arizona Oil Corp., an Arizona corporation
(“RAOC”),
and EOR Operating Company, a Texas corporation
(“EOR”)(collectively “Seller”)(the
“Purchase
Agreement”). Pursuant to
the Purchase Agreement, we (through our wholly-owned
subsidiary Pacific Energy Development Corp.
(“PEDCO”)) agreed to acquire certain oil and gas assets
described in greater detail below (the “Assets”)
from the Sellers in consideration for $18,500,000 (of which
$500,000 is to be held back to provide for potential
indemnification of PEDCO under the Purchase Agreement and Stock
Purchase Agreement (described below), with one-half ($250,000) to
be released to Seller 90 days after closing and the balance
($250,000) to be released 180 days after closing (provided that if
a court of competent jurisdiction determines that any part of the
amount withheld by PEDCO subsequent to 180 days after closing was
in fact due to the Seller, PEDCO is required to pay Seller 200%,
instead of 100%, of the amount so retained). The effective date of
the acquisition of the Assets is scheduled to be September 1, 2018.
The purchase price is subject to adjustment: (a) to reflect
expenditures by Seller which are attributable to the Assets after
the effective time of the transaction (upwards); (b) proceeds
attributable to the sale of hydrocarbons received by the Seller
that are attributable to the Assets after the effective time of the
transaction (downward if received by the Seller); (c) discrepancies
in the title of the Assets (downward); (d) the value of
hydrocarbons in tanks at the effective time of the transaction
(upward); and (e) certain other adjustments as described in greater
detail in the Stock Purchase Agreement (as defined below), subject
to a maximum aggregate downward adjustment of 15% of the aggregate
purchase price for adjustments relating to the title of the
Assets.
In connection with our entry into the Purchase
Agreement, we paid $500,000 into escrow as a deposit towards the
acquisition of the Assets (the “Deposit”). The
Purchase Agreement contains customary representations and
warranties of the parties, and indemnification requirements
(subject to a $25,000 aggregate minimum threshold and a $1,000,000
cap as to each of buyer and seller). The closing of the acquisition contemplated by the
Purchase Agreement is anticipated to occur on August 31, 2018, with
an effective date of September 1, 2018, subject to the closing
conditions set forth in the Purchase Agreement, including receipt
of Hunter Oil Corp. shareholder approval, the ultimate parent
company of each of the Sellers. Either party may terminate the
Purchase Agreement in the event the closing has not occurred by
August 31, 2018, and the failure to close was not a result of the
breach of the agreement by the terminating party. In the event the
Purchase Agreement is terminated for any reason other than the
material breach of the Purchase Agreement by PEDCO or PEDCO’s
failure to comply with its obligations under the Purchase
Agreement, the Deposit is required to be returned to PEDCO. The
Purchase Agreement allows PEDCO to audit the revenues and expenses
of the Seller attributable to the Assets for the period of three
years prior to the closing, among other things, and requires the
Seller to provide assistance to PEDCO in connection with such audit
for the first 180 days following closing (with such Seller’s
reasonable costs associated with such audit being reimbursed by
PEDCO at the rate of 150% of such costs).
The
Assets represent approximately 23,000 net leasehold acres, current
operated production, and all of Seller’s leases and related
rights, oil and gas and other wells, equipment, easements, contract
rights, and production (effective as of the effective date) as
described in the Purchase Agreement. The Assets are located in the
San Andres play in the Permian Basin situated in west Texas and
eastern New Mexico, with all acreage and production 100% operated
and substantially all acreage held by production.
Also on August 1, 2018, PEDCO entered into a Stock
Purchase Agreement with Hunter Oil Production Corp.
(“Hunter
Oil”). Pursuant to the
Stock Purchase Agreement, PEDCO agreed to acquire all of the stock
of RAOC and EOR (the “Acquired
Companies”) for a net of
$500,000 (an aggregate purchase price of $2,815,636, less
$2,315,636 in restricted cash which the Acquired Companies are
required to maintain as of the closing date). The Stock Purchase
Agreement contains customary representations and warranties of the
parties, post-closing adjustments, and indemnification requirements
requiring Hunter Oil to indemnify us for certain items (subject to
the $25,000 aggregate minimum threshold and $1,000,000 cap provided
for in the Purchase Agreement) and us to indemnify Hunter Oil for
certain items (which requirement does not include a threshold or
cap). The closing of the acquisition contemplated by the Stock
Purchase Agreement is anticipated to close on August 31, 2018,
subject to the closing of the transactions contemplated by the
Purchase Agreement (described above), and simultaneously
therewith.
Condor Acquisition
On August 1,
2018, Red Hawk Petroleum, LLC, our wholly-owned subsidiary
(“Red
Hawk”) entered into a Membership Interest Purchase
Agreement (the “Membership Purchase
Agreement”) with MIE Jurassic Energy Corporation
(“MIEJ”). Pursuant to the
Membership Purchase Agreement, MIEJ sold Red Hawk 100% of the
outstanding membership interests of Condor Energy Technology LLC
(“Condor”) in consideration
for $545,000. Condor owns approximately 2,340 net leasehold acres,
100% held by production (HBP), located in Weld and Morgan Counties,
Colorado, with four operated producing wells. The Membership
Purchase Agreement contains customary representations and
warranties and provides that, as of the August 1, 2018 effective
date, Red Hawk will assume responsibility for all costs, expenses
and obligations outstanding and unpaid that are attributable to the
properties as of the effective date and thereafter, and Red Hawk
will also be entitled to all income and revenues received by Condor
that are attributable to the properties, even if received by Condor
with respect to oil and gas production prior to the effective
date.
The
Company previously owned 20% of Condor through PEDCO, along with
MIEJ, which then held 80% of Condor, until February 19, 2015, when
we and PEDCO entered into a Settlement Agreement (the
“MIEJ Settlement
Agreement”) with MIEJ, whereby, among other things,
PEDCO sold its full 20% interest in Condor to MIEJ. Additionally,
until June 25, 2018, when such amount was repaid pursuant to a Debt
Repayment Agreement (described in greater detail in the Current
Report on Form 8-K which we filed with the Securities and Exchange
Commission on June 25, 2018), we owed approximately $6.4 million to
MIEJ pursuant to the terms of a Secured Subordinated Promissory
Note (the “MIEJ
Note”).
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* * * * *
The
foregoing description of the Convertible Notes, Purchase Agreement
and Stock Purchase Agreement and Membership Purchase Agreement does
not purport to be complete and is qualified in its entirety by
reference to the form of Convertible Notes, Purchase Agreement and
Stock Purchase Agreement, and Membership Purchase Agreement, copies
of which are attached as Exhibit 10.1, 2.1, 10.2 and 10.3, 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 Convertible Notes 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 Convertible Notes 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 issuances 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 11,079,812
shares of common stock of the Company are issuable upon the
conversion of the principal amount of the Convertible Notes, based
on a Conversion Price equal to $2.13 per share, which is $0.10 above
the $2.03 per share Book/Market Price on August 1, 2018, which
conversion price is subject to upward adjustment in connection with
the calculation of the final VWAP Price as discussed above
subsequent to the date hereof.
Item 4.01 Changes in Registrant’s Certifying
Accountant
Effective July 1, 2018, GBH CPAs, PC
(“GBH”), an independent registered public
accounting firm, combined its practice with Marcum, LLP
(“Marcum”). As a result, GBH effectively resigned as
the independent registered public accounting firm of the Company
and Marcum, as the successor-in-interest to GBH, became the
Company’s independent registered public accounting firm. The
engagement of Marcum was approved by the Audit Committee of the
Company’s Board Directors on July 30, 2018, effective as of
July 1, 2018.
Pursuant to
applicable rules, the Company makes the following additional
disclosures:
(a) GBH’s
reports on the consolidated financial statements of the Company as
of and for the fiscal years ended December 31, 2017 and 2016 did
not contain any adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principles, except that such reports contained
explanatory paragraphs in respect to uncertainty as to the
Company’s ability to continue as a going
concern.
(b) During
the fiscal years ended December 31, 2017 and 2016 and through July
30, 2018, there were no disagreements with GBH on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which if not resolved to
GBH’s satisfaction would have caused it to make reference
thereto in connection with its reports on the financial statements
for such years. During the fiscal years ended December 31, 2017 and
2016 and through July 30, 2018, there were no events of the type
described in Item 304(a)(1)(v) of Regulation S-K.
(c) During
the fiscal years ended December 31, 2017 and 2016 and through July
30, 2018, the Company did not consult with Marcum with respect to
any matter whatsoever including without limitation with respect to
any of (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit
opinion that might be rendered on the Company’s financial
statements; or (iii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K)
or an event of the type described in Item 304(a)(1)(v) of
Regulation S-K.
The
Company has provided GBH with a copy of the foregoing disclosure
and requested that it furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether it agrees
with the statements made therein. A copy of such letter, dated July
30, 2018, is filed as Exhibit 16.1 to this
Report.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
August 1, 2018, the Board of Directors of the Company appointed J.
Douglas Schick as the President of the Company. Effective as of the
appointment of Mr. Schick, Frank C. Ingriselli stepped down as
President of the Company, provided that Mr. Ingriselli continues to
serve as the Chairman of the Board of Directors of the Company, as
an advisor to the Chief Executive Officer, and as an employee of
the Company pursuant to that certain Executive Employment
Agreement, dated May 10, 2018, entered into by and between PEDCO
and Mr. Ingriselli, as amended to date.
On August 1, 2018, in connection with his
appointment as President of the Company, we entered into an offer
letter with J. Douglas Schick (the “Offer
Letter”). Pursuant to the
Offer Letter, Mr. Schick agreed to serve as President of the
Company on an at-will basis; the Company agreed to pay Mr. Schick
$20,833 per month and that Mr. Schick is eligible for an annual
bonus in the discretion of the Company totaling up to 40% of his
then current salary and may also receive grants of restricted stock
and options in the Board of Directors’ sole discretion. Mr.
Schick’s employment may be terminated by him or the Company
with 30 days prior written notice. In the
event Mr. Schick’s employment with the Company is terminated
by the Company without “Cause,”
the Company will (a) pay Mr. Schick an amount equal to twelve (12)
months of his then-current annual base salary, and (b) immediately
accelerate by twelve (12) months the vesting of all outstanding
Company restricted stock and options exercisable for Company
capital stock held by Mr. Schick. For purposes of the Offer Letter,
“Cause”
means Mr. Schick’s (1) conviction of, or plea of nolo
contendere to, a felony or any other crime involving moral
turpitude; (2) fraud on or misappropriation of any funds or
property of the Company or any of its affiliates, customers or
vendors; (3) act of material dishonesty, willful misconduct,
willful violation of any law, rule or regulation, or breach of
fiduciary duty involving personal profit, in each case made in
connection with his responsibilities as an employee, officer or
director of the Company and which has, or could reasonably be
deemed to result in, a material adverse effect upon the Company;
(4) illegal use or distribution of drugs; (5) willful material
violation of any policy or code of conduct of the Company; or (6)
material breach of any provision of the Offer Letter or any other
employment, non-disclosure, non-competition, non-solicitation or
other similar agreement executed by him for the benefit of the
Company or any of its affiliates, all as reasonably determined in
good faith by the Board of Directors of the Company. However, an
event that is or would constitute “Cause”
shall cease to be “Cause”
if he reverses the action or cures the default that constitutes
“Cause”
within 10 days after the Company notifies him in writing that Cause
exists.
The
Offer Letter contains standard confidentiality provisions; a
standard non-compete restriction prohibiting Mr. Schick from
competing against the Company during the term of his employment and
for one year thereafter in connection with any directly competitive
enterprise, commercial venture, or project involving petroleum
exploration, development, or production activities in the same
geographic areas as the Company’s activities or doing
business with the Company during the six-month period before the
termination of his employment, with certain exceptions; and a
non-solicitation provision prohibiting him from inducing or
attempting to induce any employee of the company from leaving their
employment with the Company and/or attempting to induce any
consultant, service provider, customer or business relation of the
Company from terminating their relationship with the Company during
the term of his employment and for one year
thereafter.
The foregoing description of the Offer Letter does
not purport to be complete and is qualified in its entirety by
reference to the Offer Letter, a copy of which is attached
as Exhibit 10.4
to this Current Report on Form 8-K and
incorporated herein by reference.
Effective
August 1, 2018, John J. Scelfo was appointed as Chairman of the
Audit Committee of the Company, replacing Adam McAfee, who remains
on the committee as a member thereof.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on August 1,
2018 regarding the matters discussed in Items
1.01, 2.03, 3.02 and
5.02 above. A copy of the press release is furnished
herewith as Exhibit
99.1 and is incorporated
by reference herein.
Item 8.01 Other Events.
Effective
August 1, 2018, the Company (a) changed its principal place of
business from 4125 Blackhawk Plaza Circle, Suite 201, Danville,
California 94506 to 1250 Wood Branch Park Dr., Suite 400, Houston,
Texas 77079, and (b) hired five (5) new employees in its Houston
office.
The
Company has scheduled its 2018 Annual Meeting of Stockholders to be
held on Thursday, September 27, 2018 at 10:00 a.m. local time at
PEDEVCO Corp.’s new corporate office located at 1250 Wood
Branch Park Dr., Houston, Texas 77079. The record date for
determination of stockholders entitled to vote at the meeting, and
any adjournment thereof, is planned to be set on or around the
close of business on August 9, 2018. More information regarding the
Company's 2018 Annual Meeting of Stockholders will be disclosed in
the Company's proxy statement which the Company plans to file with
the Securities and Exchange Commission shortly after the record
date.
To
be timely, pursuant to the Company's Bylaws, as amended, and Rule
14a-8 of the Securities Exchange Act of 1934, as amended, any
notice of business or nominations with respect to the 2018 Annual
Meeting of Stockholders must be received by the Company at its
principal executive offices at 1250 Wood Branch Park Dr., Suite
400, Houston, Texas 77079, Attention: Corporate Secretary by no
later than 5:00 p.m., Central Time, on August 11, 2018. Any such
stockholder proposal must be submitted and must comply with the
applicable rules and regulations of the Securities and Exchange
Commission, including Rule 14a-8 of the Securities Exchange Act of
1934, as amended, and the Company's Bylaws, as
amended.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Purchase
and Sale Agreement dated August 1, 2018, by and between Milnesand
Minerals Inc., Chaveroo Minerals Inc., Ridgeway Arizona Oil Corp.,
and EOR Operating Company, as sellers and Pacific Energy
Development Corp., as purchaser
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Form of
Convertible Promissory Note between PEDEVCO Corp., as borrower and
various lenders (including SK Energy LLC), dated August 1,
2018
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Stock Purchase Agreement dated August 1, 2018, by and between
Pacific Energy Development Corp. and Hunter Oil Production
Corp.
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Membership Interest Purchase Agreement dated August 1, 2018, by and
between Pacific Energy Development Corp., as buyer, and MIE
Jurassic Energy Corporation, as seller
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Offer Letter with J. Douglas Schick as President dated August 1,
2018
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Letter dated July
30, 2018 from GBH CPAs, PC to the Securities and Exchange
Commission
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Press Release dated August 1, 2018
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* Filed herewith.
** Furnished herewith.
# Schedules and exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule or
exhibit will be furnished supplementally to the Securities and
Exchange Commission upon request; provided, however that PEDEVCO
Corp. may request confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended, for any schedule
or exhibit so furnished.
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: August
1, 2018
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By:
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/s/
Dr. Simon Kukes
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Dr. Simon Kukes
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Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Purchase and Sale
Agreement dated August 1, 2018, by and between Milnesand Minerals
Inc., Chaveroo Minerals Inc., Ridgeway Arizona Oil Corp., and EOR
Operating Company, as sellers and Pacific Energy Development Corp.,
as purchaser
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Form of Convertible
Promissory Note between PEDEVCO Corp., as borrower and various
lenders (including SK Energy LLC), dated August 1,
2018
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Stock
Purchase Agreement dated August 1, 2018, by and between Pacific
Energy Development Corp. and Hunter Oil Production
Corp.
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Membership
Interest Purchase Agreement dated August 1, 2018, by and between
Pacific Energy Development Corp., as buyer, and MIE Jurassic Energy
Corporation, as seller
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Offer
Letter with J. Douglas Schick as President dated August 1,
2018
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Letter
dated July 30, 2018 from GBH CPAs, PC to the Securities and
Exchange Commission
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Press
Release dated August 1, 2018
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* Filed herewith.
** Furnished herewith.
# Schedules and exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule or
exhibit will be furnished supplementally to the Securities and
Exchange Commission upon request; provided, however that PEDEVCO
Corp. may request confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended, for any schedule
or exhibit so furnished.