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EX-99.1 - PRESS RELEASE - PEDEVCO CORP | ped_ex991.htm |
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): May 3,
2017
001-35922
(Commission file number)
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
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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4125 Blackhawk Plaza Circle, Suite 201
Danville, California 94506
(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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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 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR §240.12b-2).
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A
CONTINUED LISTING RULE OR STANDARD; TRANSFER OF
LISTING.
On May 3, 2017, PEDEVCO Corp. (the
“Company”)
received notice from the NYSE MKT LLC (the
“Exchange”)
that, as a result of the Company’s one-for-ten reverse split
of its outstanding common stock that took effect on April 7, 2017,
the Company has regained compliance with Section 1003(f)(v) of the
NYSE MKT Company Guide (“Company
Guide”), which requires
the thirty day average closing price per share of the
Company’s common stock to be at or above $0.20 per
share.
The Exchange
previously notified the Company that it was out of compliance with
this continued listing standard on November 3, 2016, as reported by
the Company in a Current Report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on November 9, 2016.
In addition, on May 3, 2017, the Company received
notice from the Exchange that the Company is not in compliance with
Sections 1003(a)(i), (ii) and (iii) of the Company Guide since it
reported stockholders’ equity of less than $2,000,000 at
December 31, 2016 and has incurred net losses in its five most
recent fiscal years ended December 31, 2016. The Exchange
previously notified the Company that it was out of compliance with
the Exchange’s $6,000,000 minimum stockholders’ equity
standard under Section 1003(a)(iii) on December 27, 2016, as
reported by the Company in a Current Report on Form 8-K filed on
December 30, 2016. As previously reported by the Company in a
Current Report on Form 8-K filed on February 17, 2017, the Company
submitted a plan of compliance (“Plan”)
to the Exchange designed to regain compliance under Section
1003(a)(iii) of the Company Guide, which was accepted by the
Exchange on February 13, 2017, and which Plan, if achieved as
contemplated, would increase the Company’s
stockholders’ equity well-above the Exchange’s minimum
continued listing standards required under Sections 1003(a)(i),
(ii) and (iii) of the Company Guide. As such, no new or revised
Plan is required to be submitted by the Exchange at this time, and
the Company believes it is making progress consistent with the
Exchange-approved Plan.
Receipt of the letter does not have any immediate
effect upon the listing of the Company’s common stock,
provided that in order to maintain its listing on the Exchange, the
Company must continue to make progress consistent with the Plan
previously approved by the Exchange, and regain compliance with
Sections 1003(a)(i), (ii) and (iii) of the Company Guide by June
27, 2018. If the Company fails to do so, the Company will be
subject to delisting procedures as set forth in the Company Guide.
The Company may then appeal such a determination by the staff of
the Exchange in accordance with the provisions of the Company
Guide. There can be no assurance that the Company will be able to
achieve compliance with the Exchange’s continued listing
standards within the required time frame. Until the Company regains
compliance with the Exchange’s listing standards, a
“.BC” indicator will be affixed to the
Company’s trading symbol to denote non-compliance with
the Exchange’s continued listing standards; provided that as
disclosed in the Current Report on Form 8-K filed by the Company on
November 9, 2016, a “.BC” indicator is already affixed to the
Company’s trading symbol due to the fact that the Company was
not in compliance with Section 1003(f)(v) of the Company Guide
until notified on May 3, 2017 that it has now regained compliance
under such Section.
ITEM 7.01 REGULATION FD DISCLOSURE.
The
Company issued a press release on May 9, 2017, announcing that the
Company had received notice from the Exchange indicating that it
had regained compliance with the Exchange’s continued
“minimum stock price” listing standards, but does not
satisfy the continued listing standards of the Exchange with
respect to minimum stockholders’ equity. A copy of the press
release is furnished herewith as Exhibit 99.1 and is incorporated
by reference herein.
In
accordance with General Instruction B.2 of Form 8-K, the
information presented herein under Item 7.01 and set forth in the
attached Exhibit 99.1 is deemed to be “furnished” and
shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such
information and Exhibit be deemed incorporated by reference into
any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, each as amended.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No.
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Description
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Press
Release dated May 9, 2017
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Forward-Looking Statements
Some of
the statements contained in this report discuss future
expectations, contain projections of results of operations or
financial condition, or state other “forward-looking”
information. The words “believe,”
“intend,”
“plan,”
“expect,”
“anticipate,”
“estimate,”
“project,”
“goal”
and similar expressions identify such a statement was made,
although not all forward-looking statements contain such
identifying words. These statements are subject to known and
unknown risks, uncertainties, and other factors that could cause
the actual results to differ materially from those contemplated by
the statements. The forward-looking information is based on various
factors and is derived using numerous assumptions. Factors that
might cause or contribute to such a discrepancy include, but are
not limited to, the risks discussed in this and our other SEC
filings. We do not promise to or take any responsibility to update
forward-looking information to reflect actual results or changes in
assumptions or other factors that could affect those statements
except as required by law. Future events and actual results could
differ materially from those expressed in, contemplated by, or
underlying such forward-looking statements.
PEDEVCO’s
forward-looking statements are based on assumptions that PEDEVCO
believes to be reasonable but that may not prove to be accurate.
PEDEVCO cannot guarantee future results, level of activity,
performance or achievements. Moreover, PEDEVCO does not assume
responsibility for the accuracy and completeness of any of these
forward-looking statements. PEDEVCO assumes no obligation to update
or revise any forward-looking statements as a result of new
information, future events or otherwise, except as may be required
by law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
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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: May 9, 2017 |
By:
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/s/
Michael L.
Peterson
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Michael L. Peterson |
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President
and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit
No.
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Description
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Press Release dated
May 9, 2017
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