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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): December 12,
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)
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) Restricted
Stock Awards
On December 12, 2018, PEDEVCO Corp. (the
“Company”,
“we” and “us”) issued, after approval by the Board of
Directors and in connection with the Company’s annual
compensation review and new hire equity award grants, an aggregate
of 624,000 shares of restricted Company common stock under the
Company’s Amended and Restated 2012 Equity Incentive Plan, as
amended (the “Plan”),
in consideration for services rendered, and to be rendered, by
various officers and employees of the Company. The Plan, as
amended, has been registered on various Form S-8 Registration
Statements previously filed by the Company.
Included
as part of the issuances was the issuance of:
(a)
30,000
shares to Mr. Paul Pinkston, the Company’s recently appointed
Chief Accounting Officer, pursuant to terms of his offer letter, as
previously disclosed in the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on December 3,
2018, 50% of which shares vest on Mr. Pinkston’s one (1) year
anniversary of his employment commencement date (December 1, 2019),
and 50% of which shares vest on Mr. Pinkston’s two (2) year
anniversary of his employment commencement date
(December 1, 2020), subject to Mr. Pinkston’s
continued service with the Company and the terms of a Restricted
Shares Grant Agreement entered into between the Company and Mr.
Pinkston;
(b)
20,000 shares to Mr. Gregory Overholtzer, the
Chief Financial Officer of the Company, which shares vest at the
rate of (i) 1/3 of the shares on the one (1) year anniversary of
the December 12, 2018 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.
Overholtzer’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. Overholtzer;
(c)
300,000
shares to Dr. Simon G. Kukes, the Chief Executive Officer of the
Company, all of which are subject to the Three Year Vesting Terms,
subject to Dr. 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 Dr. Kukes;
(d)
3,000
shares to Dr. Simon G. 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 Restricted Shares Grant Agreement entered into
between the Company and Mrs. Kukes;
(e)
112,000
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;
(f)
51,000
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;
and
(g)
108,000
shares to other 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 Restricted Shares Grant Agreement
entered into between the Company and each such
recipient.
A copy of the form of Restricted
Shares Grant Agreement for the awards granted on December 12, 2018
is attached as Exhibits
4.2, to the Company’s
Registration Statement on Form S-8 filed with the U.S. Securities
and Exchange Commission on October 31, 2013 and is incorporated by
reference into this Item
5.02.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on December 17,
2018 providing an operational update with respect to its newly
acquired assets located in the Chaveroo and Milnesand fields of the
San Andres play in the Northwest Shelf of the Permian Basin
situated in eastern New Mexico. A copy of the press release is furnished
herewith as Exhibit
99.1 and is incorporated
by reference herein.
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. Amended and Restated 2012 Equity Incentive Plan
(1)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant
Agreement (2)
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Press
Release dated December 17, 2018
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(1)
Filed on September 27, 2018, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-227566).
(2)
Filed on October 31, 2013, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-192002).
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: December
17, 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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PEDEVCO
Corp. Amended and Restated 2012 Equity Incentive Plan
(1)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant
Agreement (2)
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Press
Release dated December 17, 2018
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(1)
Filed on September 27, 2018, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-227566).
(2)
Filed on October 31, 2013, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-192002).