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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): February 15, 2019
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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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.
On February 15, 2019, PEDEVCO Corp. (the
“Company”,
“PEDEVCO”,
“we”
and “us”) and SK Energy LLC
(“SK
Energy”), a company wholly-owned by our Chief
Executive Officer and director, Dr. Simon Kukes, entered into a
First Amendment to Convertible Promissory Notes (the
“Amendment”) which amended
(i) the Convertible Promissory Note, in the principal amount of
$22,000,000, issued by the Company to SK Energy on August 1, 2018
(the “August 2018
Note”) and the other $1,600,000 in Convertible
Promissory Notes sold by the Company on August 1, 2018 (the
“Other
Notes”), (ii) the Convertible Promissory Note, in the
principal amount of $7,000,000, issued by the Company to SK Energy
on October 25, 2018 (the “October 2018 Note”), and
(iii) the Convertible Promissory Note, in the principal amount of
$15,000,000, issued by the Company to SK Energy on January 11, 2019
(the “January 2019
Note,” and together with the August 2018 Note and the
October 2018 Note, the “Convertible Notes”).
Pursuant to the Amendment, each of the Convertible Notes and each
of the Other Notes was amended to remove the conversion limitation
that previously prevented SK Energy from converting any portion of
the Convertible Notes (or Other Notes) into common stock of the
Company if such conversion would have resulted 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.
Immediately
following the entry into the Amendment, on February 15, 2019, SK
Energy elected to convert (i) all $15,000,000 of the outstanding
principal and all $125,729 of accrued interest under the January
2019 Note into common stock of the Company at a conversion price of
$1.50 per share as set forth in the January 2019 Note into
10,083,819 shares of restricted common stock of the Company, and
(ii) all $7,000,000 of the outstanding principal and all $186,776
of accrued interest under the October 2018 Note into common stock
of the Company at a conversion price of $1.79 per share as set
forth in the October 2018 Note into 4,014,959 shares of restricted
common stock of the Company, which shares in aggregate represent
approximately 47.1% of the Company’s now 29,907,223 shares of
issued and outstanding Company common stock after giving effect to
the conversions.
* * * *
* * * * *
The
foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
Amendment, a copy of which is attached as Exhibit 10.4 to this Current
Report on Form 8-K and incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
We claim an exemption from registration provided
by Section 3(a)(9) of the Securities Act of 1933, as amended
(“Securities
Act”), for the conversion
of the January 2019 Note and the October 2018 Note and the issuance
of shares of restricted common stock to SK Energy in connection
therewith, each as described above, as the common stock was
exchanged by us with SK Energy (our existing security holder) in a
transaction where no commission or other remuneration was paid or
given directly or indirectly for soliciting such
exchange.
Item 5.01 Changes in Control of Registrant.
As
described above in Item 1.01 (which information is incorporated
into this Item 5.01 in its entirety, by reference), on February 15,
2019, SK Energy converted all (i) $15,000,000 of the outstanding
principal and all $125,729 of accrued interest under the January
2019 Note into 10,083,819 shares of restricted common stock of the
Company, and (ii) all $7,000,000 of the outstanding principal and
all $186,776 of accrued interest under the October 2018 Note into
4,014,959 shares of restricted common stock of the Company.
The shares of common stock issued upon
conversion of the January 2019 Note and the October 2018 Note,
together with the 7,865,618 shares of common stock beneficially
owned by Dr. Kukes prior to the conversion, total 73.4% of our
currently issued, outstanding and voting shares of common stock. As
a result, effective on February 15, 2019, a change in control of
the Company was deemed to have occurred, with Dr. Kukes (through
his control of SK Energy) obtaining majority control over the
Company’s voting shares. As discussed above, SK Energy is
wholly-owned and controlled by Dr. Simon Kukes, our Chief
Executive Officer and director. As
described above in Item 1.01, Dr. Kukes was the Company’s
largest shareholder prior to the conversion as well, holding
approximately 49% of our outstanding voting shares; however, due to
the note conversion, Dr. Kukes has the right, voting individually,
to exercise majority voting control over the
Company.
Additionally,
as a result of the Amendment described above, Dr. Kukes is deemed
to beneficially own approximately 10,328,638 shares of common stock
issuable upon conversion of the August 2018 Note at a fixed
conversion price of $2.13 per share (excluding interest), which
together with the issued and outstanding shares of common stock
which he currently beneficially owns, totals an aggregate of
32,293,034 shares of common stock of the Company, representing
80.3% of the Company’s outstanding common stock, assuming the
conversion of the August 2018 Note in full (excluding
interest).
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on February 19,
2019 regarding the matters discussed in Items 1.01, 3.02
and 5.01
above. 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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Form of
Convertible Promissory Note between PEDEVCO Corp., as borrower and
various lenders (including SK Energy LLC), dated August 1, 2018
(Filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed by the Company with the Securities and Exchange
Commission on August 1, 2018)(File No. 001-35922)
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Convertible
Promissory Note between PEDEVCO Corp., as borrower and SK Energy
LLC, dated October 25, 2018 (Filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on October 26,
2018)(File No. 001-35922)
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$15,000,000
Convertible Promissory Note between PEDEVCO Corp., as borrower and
SK Energy LLC as lender, dated January 11, 2019 (Filed as Exhibit
10.2 to the Company’s Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on January 14,
2018)(File No. 001-35922)
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First
Amendment to Convertible Promissory Notes, dated February 15, 2019,
entered into by and between PEDEVCO Corp. and SK Energy
LLC
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Press Release dated February 19, 2019
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* Filed herewith.
** Furnished 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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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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Date: February
19, 2019
EXHIBIT INDEX
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Exhibit
No.
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Description
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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
(Filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed by the Company with the Securities and Exchange
Commission on August 1, 2018)(File No. 001-35922)
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Convertible
Promissory Note between PEDEVCO Corp., as borrower and SK Energy
LLC, dated October 25, 2018 (Filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on October 26,
2018)(File No. 001-35922)
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$15,000,000
Convertible Promissory Note between PEDEVCO Corp., as borrower and
SK Energy LLC as lender, dated January 11, 2019 (Filed as Exhibit
10.2 to the Company’s Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on January 14,
2018)(File No. 001-35922)
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First
Amendment to Convertible Promissory Notes, dated February 15, 2019,
entered into by and between PEDEVCO Corp. and SK Energy
LLC
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Press Release dated February 19, 2019
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* Filed herewith.
** Furnished herewith.