Attached files
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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): June 27,
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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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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[
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
As
previously disclosed in the Current Report on Form 8-K filed by
PEDEVCO Corp. (the
“Company”,
“PEDEVCO”,
“we” and “us”) on June 26, 2018, on June 25, 2018,
the Company filed with the Secretary of State of Texas, an
Amendment to Amended and Restated Certificate of Designations of
PEDEVCO Corp. Establishing the Designations, Preferences,
Limitations and Relative Rights of Its Series A Convertible
Preferred Stock (the “Preferred Amendment”),
which amended the designation of the Company’s Series A
Convertible Preferred Stock (the “Designation”) to remove
the beneficial ownership restriction contained therein, which
previously prevented any holder of Series A Convertible Preferred
Stock from converting such Series A Convertible Preferred Stock
into shares of common stock of the Company if such conversion would
result in the holder thereof holding more than 9.9% of the
Company’s then outstanding common stock.
On June
26, 2018, the Preferred Amendment was accepted for filing by, and
was officially filed with, the Secretary of State of Texas,
effective as of the same date.
Item
8.01 Other Events
On June
29, 2018, the Company announced that the NYSE American (the
“Exchange”) had notified
the Company that it had regained compliance with the NYSE American
continued listing standards.
Moving
forward, the Company will be subject to the Exchange’s normal
continued listing monitoring. In addition, in the event that the
Company is again determined to be noncompliant with any of the
Exchange’s continued listing standards within twelve (12)
months of the notice, the Exchange will consider the relationship
between the Company’s previous noncompliance and such new
event of noncompliance and take appropriate action which may
include implementing truncated compliance procedures or immediately
initiating delisting proceedings.
A copy
of the press release announcing these events is attached as
Exhibit 99.1 to
this Current Report on Form 8-K and is hereby 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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Amendment
to Amended and Restated Certificate of Designations of PEDEVCO
Corp. Establishing the Designations, Preferences, Limitations and
Relative Rights of Its Series A Convertible Preferred Stock filed
with the Secretary of State of Texas on June 26, 2018 (incorporated
by reference to Exhibit 3.1 of the Current Report on Form 8-K filed
by the Company with the Securities and Exchange Commission on June
26, 2018)(File No.: 001-35922)
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Press Release dated June 29, 2018
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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: June
29, 2018
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By:
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/s/ Frank C. Ingriselli
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Frank C.
Ingriselli
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President
and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Amendment
to Amended and Restated Certificate of Designations of PEDEVCO
Corp. Establishing the Designations, Preferences, Limitations and
Relative Rights of Its Series A Convertible Preferred Stock filed
with the Secretary of State of Texas on June 26, 2018 (incorporated
by reference to Exhibit 3.1 of the Current Report on Form 8-K filed
by the Company with the Securities and Exchange Commission on June
26, 2018)(File No.: 001-35922)
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Press Release dated June 29, 2018
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