Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
October 25, 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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7,577,038
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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7,577,038
shares of Common Stock*
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,577,038
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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7,577,038
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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7,577,038
shares of Common Stock*
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,577,038
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. 2 (the “Amendment”) amends and
supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “Commission”) on July 10,
2018, as amended by the Amendment No. 1 thereto, filed with the
Commission on September 11, 2018 (such Schedule 13D as amended to
date, 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 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
October 25, 2018, SK Energy purchased a $7,000,000 Convertible
Promissory Note (the “October 2018 Convertible Note”) from
the Company. The October 2018 Convertible Note accrues interest
monthly at 8.5% per annum, which interest is payable on the
maturity date unless otherwise converted into shares of the
Company’s common stock as described below. The October 2018
Convertible Note and all accrued interest thereon are convertible
into shares of the Company’s common stock, from time to time,
at the option of the holder thereof, at a conversion price equal to
$1.79 per share (the “Conversion Price”), which
was $0.01 above the closing sales price of the Company’s
common stock on the date the October 2018 Convertible Note was
entered into.
The
conversion of the October 2018 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
October 2018 Convertible Note is due and payable on October 25,
2021, but may be prepaid at any time without penalty. The October
2018 Convertible Note contains standard and customary events of
default and, upon the occurrence of an event of default, the amount
owed under the October 2018 Convertible Note accrues interest at
10% per annum.
On October 25, 2018, the Company and SK Energy agreed to convert an
aggregate of $163,756.76 of interest accrued under the June 2018
Convertible Note from its effective date through September 30,
2018, into shares of common stock of the Company, and the Company
issued an aggregate of 75,083 shares of common stock to SK Energy
on that date, based on an a conversion price equal to the average
of the closing sales prices of the Company’s common stock for
the ten trading days immediately preceding the last day of the
calendar quarter prior to the applicable payment date (i.e.,
September 30, 2018), rounded up to the nearest whole share of
common stock, which conversion price was equal to $2.18 per
share.
Item 5. Interest in Securities of the Issuer
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(a)
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As of
the close of business on October 26, 2018, the Reporting Persons
beneficially own in aggregate 7,577,038 shares of Common Stock
representing 49.9% of the 15,184,445 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 October 26, 2018, SK Energy beneficially
owns an aggregate 7,577,038 shares of Common Stock representing
49.9% of the 15,184,445 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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Item
6 is hereby amended and modified to include the following (which
shall be in addition to the information previously included in the
Schedule 13D):
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer
On September 20, 2018, SK Energy entered into an agreement with
American Resources Inc. (“American”),
whose principals are Ivar Siem, a member of the Board of Directors
of the Company, and J. Douglas Schick, the President of the
Company. Pursuant to the agreement, American agreed to assist Dr.
Kukes with his investments in the Company and SK Energy agreed to
pay American 25% of the profit realized by SK Energy, if any,
following the sale or disposal of the securities of the Company
which SK Energy holds and may acquire in the future (prior to such
sale/disposition). The profit is to be calculated based on (x) the
amount of consideration received by SK Energy in connection with
the sale of such securities, minus (y) the consideration paid by SK
Energy for the securities, increased by 10% each year that such
securities are held. The agreement has a term of four years, but
can be terminated at any time by SK Energy with written notice to
American.
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: October
26, 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.