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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 31, 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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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.
In connection with PEDEVCO Corp.’s
(the “Company”,
“PEDEVCO”,
“we”
and “us”) consolidation of accounting operations to its new
Houston, Texas headquarters, on December 31, 2018, the
Company and the Company’s Chief
Financial Officer, Mr. Gregory Overholtzer, entered into a
Separation and General Release Agreement (the
“Separation
Agreement”) pursuant to
which, effective December 31, 2018 (the “Separation
Date”), Mr. Overholtzer
and the Company mutually agreed to discontinue Mr.
Overholtzer’s employment with the Company and Mr. Overholtzer
resigned from all positions held with the Company and its
subsidiaries. Mr. Overholtzer will continue to work with the
Company in a transitional consulting capacity until April 7, 2019
(the “Transition
Period”) pursuant to a
Consulting Agreement entered into by and between the Company and
Mr. Overholtzer on January 1, 2019 (the “Consulting
Agreement”). Pursuant to the
Consulting Agreement, Mr. Overholtzer agreed to provide accounting
and financial reporting services and support to the Company for an
average of up to six (6) hours per week during the Transition
Period in exchange for cash compensation of $15,000 per month and
continued COBRA insurance coverage for Mr. Overholtzer and his
dependents paid for by the Company during the Transition Period.
Upon the successful conclusion of the Transition Period, (i) the
Company agreed to accelerate the vesting of an aggregate of 20,000
shares of restricted common stock previously issued to Mr.
Overholtzer by the Company (the “Unvested
Shares”), which would
have otherwise vested ratably over three years through December 12,
2021, subject to Mr. Overholtzer’s continued service to the
Company, and which would have otherwise been forfeited by Mr.
Overholtzer upon his separation from the Company prior to such
vesting date, (ii) the Company agreed to accelerate the vesting of
options to purchase an aggregate of 30,000 shares of the
Company’s common stock at an exercise price of $0.3088 per
share previously issued to Mr. Overholtzer by the Company (the
“Unvested
Options”), which would
have otherwise vested in full on June 28, 2019, subject to Mr. Overholtzer’s continued
service to the Company, and which would have otherwise been
forfeited by Mr. Overholtzer upon his separation from the Company
prior to such vesting date, and (iii) the Company agreed to extend
the exercise period for all of Mr. Overholtzer’s options for
a period of three (3) years following the Separation Date
(regardless of their original terms). In addition,
pursuant to the Separation Agreement, Mr. Overholtzer agreed to
fully-release the Company from all claims in exchange for the
Company agreeing to pay a lump sum cash payment of $15,833.33 to
Mr. Overholtzer following the effectiveness of the Separation
Agreement.
The foregoing descriptions of the Separation
Agreement and Consulting Agreement do not purport to be complete
and are qualified in their entirety by reference to the Separation
Agreement and Consulting Agreement, copies of which are attached
as Exhibit
10.1 and Exhibit
10.2, 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 with respect to
the Separation Agreement and Consulting Agreement and the amounts
due in connection therewith are incorporated in
this Item
2.03 by
reference.
Item 5.02 Departure of
Directors or Certain Officers;
Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
See the discussions under Item
1.01 above with respect to
the resignation of Mr. Overholtzer as an employee and executive
officer (Chief Financial Officer) of the Company and its
subsidiaries, the Separation Agreement and the Consulting
Agreement, which are incorporated in this Item
5.02 by
reference.
Item 9.01 Financial Statements and
Exhibits.
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Exhibit No.
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Description
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Separation and
General Release Agreement, dated December 31, 2018, between Pacific
Energy Development Corp. and Gregory Overholtzer
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Consulting
Agreement, dated January 1, 2019, between Gregory Overholtzer and
Pacific Energy Development Corp.
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* Filed herewith.
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: January
4, 2019
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By:
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/s/ Simon
G. Kukes
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Simon G. 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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Separation and
General Release Agreement, dated December 31, 2018, between Pacific
Energy Development Corp. and Gregory Overholtzer
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Consulting
Agreement, dated January 1, 2019, between Gregory Overholtzer and
Pacific Energy Development Corp.
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* Filed herewith.