Attached files
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EX-99.2 - PRESS RELEASE OF PEDEVCO CORP. DATED FEBRUARY 2, 2021 - PEDEVCO CORP | ped_ex99-2.htm |
EX-99.1 - PRESS RELEASE OF PEDEVCO CORP. DATED FEBRUARY 2, 2021 - PEDEVCO CORP | ped_ex99-1.htm |
EX-10.1 - FORM OF LOCK-UP AGREEMENT - PEDEVCO CORP | ped_ex10-1.htm |
EX-5.3 - OPINION OF THE LOEV LAW FIRM, PC - PEDEVCO CORP | ped_ex5-1.htm |
EX-1.1 - UNDERWRITING AGREEMENT - PEDEVCO CORP | ped_ex1-1.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): February 3, 2021 (February 2,
2021)
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
Texas
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001-35922
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22-3755993
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(IRS Employer
Identification No.)
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575 N. Dairy Ashford, Suite 210
Houston, Texas 77079
(Address of principal executive offices)
(713) 221-1768
(Registrant’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):
[
] Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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PED
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NYSE American
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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. ☐
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 2, 2021, PEDEVCO Corp. (the
“Company”),
entered into an underwriting agreement (the
“Underwriting
Agreement”) with
Kingswood Capital Markets, division of Benchmark Investments, Inc.,
as representative of the underwriters name therein (the
“Kingswood”),
pursuant to which the Company agreed to sell to the underwriters in
a firm commitment underwritten public offering (the
“Offering”)
an aggregate of 5,190,000 shares of the Company’s common
stock, par value $0.001 per share (the “Common
Stock”), at a public
offering price of $1.50 per share. The
Company also granted the
underwriters a 45-day option to purchase up to an additional
778,500 shares of Common Stock to cover over-allotments, if
any. The Offering is
expected to close, subject to customary closing conditions, on or
about February 5, 2021.
Kingswood is acting as sole bookrunner for the
Offering. The shares of Common Stock are being offered by the
Company pursuant to a registration statement on Form S-3 (File
No. 333-250904), filed with the Securities and Exchange Commission
(the “Commission”)
on November 23, 2020, which was declared effective by the
Commission on December 2, 2020 (the “Registration
Statement”), and a
prospectus supplement forming a part of the effective Registration
Statement, dated February 2, 2021. The Company agreed to pay the
underwriters a cash fee equal to 6% of the aggregate gross proceeds
received by the Company in connection with the Offering and to
reimburse certain expenses not to exceed
$50,000.
The
net proceeds to the Company from the Offering, after deducting the
underwriting discounts and commissions and Offering expenses, are
expected to be approximately $7.2 million ($8.3 million if the
over-allotment is exercised in full). The Company currently intends
to use the net proceeds from the offering, if any, (i) to fund the
Company’s 2021 Permian Basin and D-J Basin asset development
programs, (ii) to fund potential acquisition and business
combination opportunities, and (iii) for general corporate purposes
and working capital.
The
Underwriting Agreement contains customary representations and
warranties that the parties made to, and solely for the benefit of,
the other party in the context of all of the terms and conditions
of that agreement and in the context of the specific relationship
between the parties. The provisions of the Underwriting Agreement,
including the representations and warranties contained therein, are
not for the benefit of any party other than the parties to such
agreement and are not intended as documents for investors and the
public to obtain factual information about the current state of
affairs of such parties to those documents and agreements. Rather,
investors and the public should look to other disclosures contained
in the Company’s filings with the Commission.
Pursuant
to the Underwriting Agreement, the Company agreed, subject to
certain exceptions, not to offer, issue or sell any shares of
Common Stock or securities convertible into or exercisable or
exchangeable for shares of Common Stock until the later of (i) 45
days following the closing of the Offering or (ii) 30 days
following the date of the Underwriting Agreement, without the prior
written consent of Kingswood.
In
connection with the Offering, each of our officers and directors
will also be required to agree, subject to certain exceptions, not
to offer, issue, sell, contract to sell, encumber, grant any option
for the sale of or otherwise dispose of any shares of our Common
Stock or other securities convertible into or exercisable or
exchangeable for shares of our Common Stock for a period of
forty-five (45) days after the Offering is completed, without the
prior written consent of Kingswood.
The
foregoing summary of the terms of the Underwriting Agreement is
subject to, and qualified in its entirety by reference to, a copy
of the Underwriting Agreement that is filed as Exhibit
1.1 to this Current Report on Form 8-K and is
incorporated herein and into the Registration Statement and
prospectus supplement filed in connection with the Offering by
reference.
This
Current Report on Form 8-K does not constitute an offer to sell any
securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
A copy
of the opinion of The Loev Law Firm, PC, relating to the validity
of the issuance of the shares of Common Stock, is attached
as Exhibit 5.1 hereto is
incorporated herein and into the Registration Statement and
prospectus supplement filed in connection with the Offering by
reference.
A copy
of the form of lock-up agreement to be entered into between
officers and directors of the Company prior to the closing of the
Offering is attached as Exhibit 10.1 hereto is
incorporated herein and into the Registration Statement and
prospectus supplement filed in connection with the Offering by
reference.
Item 7.01. Regulation FD Disclosure.
On
February 2, 2021, the Company issued a press release announcing the
launch of the Offering. On February 2, 2021, the Company issued a
press release announcing the pricing of the Offering. Copies of the
press releases are attached hereto as Exhibit
99.1 and 99.2, respectively, and are
incorporated herein by reference. In accordance with General
Instruction B.2 of Form 8-K, the press releases attached to this
Form 8-K as Exhibits
99.1 and 99.2 shall not be deemed
“filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section. The press
releases attached as Exhibits 99.1 and 99.2 shall not be
incorporated by reference into any filing or other document
pursuant to the Securities Act of 1933, as amended (the
“Securities
Act”), except as shall be expressly set forth by
specific reference in such filing or document.
Forward- Looking Statements
This Current Report on Form 8-K contains
forward-looking statements that are made pursuant to the safe
harbor provisions within the meaning of Section 27A of the
Securities Act of 1933, as amended, Section 21E of the Securities
Exchange Act of 1934, as amended and the Private Securities
Litigation Reform Act, as amended. Forward-looking statements are
based on management’s current expectations and are subject to
risks and uncertainties, many of which are beyond our control, that
may cause actual results or events to differ materially from those
projected. These risks and uncertainties, many of which are beyond
our control, include the ability of the Company to satisfy certain
conditions to closing the Offering on a timely basis or at all, as
well as other risks described in the section entitled
“Risk
Factors” and elsewhere in
our Annual Report on Form 10-K filed with the SEC on March 30, 2020
and in our other filings with the SEC, including, without
limitation, our reports on Forms 8-K and 10-Q, and the prospectus
supplement we filed with the SEC on February 3, 2021, relating to
the Offering, all of which can be obtained on the SEC website
at www.sec.gov.
Readers are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date on
which they are made and reflect management’s current
estimates, projections, expectations and beliefs. We expressly
disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in our expectations or any changes in
events, conditions or circumstances on which any such statement is
based, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
Exhibit Number
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Description
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1.1*
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Underwriting
Agreement, dated February 2, 2021, by and between U.S. Energy Corp.
and Kingswood Capital Markets, division of Benchmark Investments,
Inc.
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5.1*
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Opinion
of the Loev Law Firm, PC
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10.1*
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Form of
Lock-Up Agreement
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23.1*
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Consent
of The Loev Law Firm, PC (included in Exhibit 5.1)
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99.1**
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Press Release of PEDEVCO Corp. dated February 2,
2021
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99.2**
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Press
Release of PEDEVCO Corp. dated February 2, 2021
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* Filed herewith.
** Furnished herewith.
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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: February
3, 2021
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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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