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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): December 27,
2016
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):
☐
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))
Item 3.01
Notice
Of Delisting Of Failure To Satisfy A Continued Listing Rule Or
Standard; Transfer Of Listing.
On December 27, 2016, PEDEVCO Corp. (the
“Company”)
received notice from the NYSE MKT LLC (the
“Exchange”)
that the Company is not in compliance with Section 1003(a)(iii) of
the NYSE MKT Company Guide (“Company
Guide”) since it reported
stockholders’ equity of less than $6,000,000 at September 30,
2016 and has incurred net losses in its five most recent fiscal
years ended December 31, 2015.
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
Exchange has requested that the Company submit a plan of compliance
(the “Plan”)
by January 27, 2017 addressing how the Company intends to regain
compliance with Section 1003(a)(iii) of the Company Guide by June
27, 2018.
As of the date hereof, the Company’s
management has determined to submit a Plan to the Exchange by the
January 27, 2017 deadline. If the Exchange accepts the
Company’s Plan, the Company will be able to continue its
listing during the plan period and will be subject to continued
periodic review by the Exchange staff. If the Plan is
not accepted, and the Company is unable to regain compliance with
the continued listing standards by June 27, 2018, or the Plan is
accepted but the Company does not make progress consistent with the
Plan during the plan period, 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 is
not in compliance with Section 1003(f)(v) of the Company
Guide.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(a), (d)
Appointment of New Director
At the Annual Meeting of Stockholders of the
Company held on December 28, 2016 (the “Annual
Meeting”), the
stockholders of the Company appointed Frank C. Ingriselli,
Elizabeth P. Smith, David Z. Steinberg and Adam McAfee as members
of the Board of Directors. Mr. McAfee was appointed as a member of
the Board of Directors to fill the vacancy left by departing
director, David C. Crikelair, who did not stand for reelection at
the Annual Meeting (Mr. Crikelair previously served as the Chairman
of the Audit Committee and as a member of the Compensation
Committee and Nominating and Corporate Governance Committee). At
the time of appointment, the Board of Directors made the
affirmative determination that Mr. McAfee was
“independent”
pursuant to applicable NYSE MKT rules and regulations and as
defined under Rule 10A-3 of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”). Effective upon his
appointment to the Board of Directors on December 28, 2016, Mr.
McAfee was also appointed to serve on the Compensation Committee,
Nominating and Corporate Governance Committee, and Audit Committee
of the Company’s Board of Directors, replacing Mr. Crikelair
who previously served on each committee, with Mr. McAfee replacing
Mr. Crikelair as Chairman of the Audit Committee and as the
“audit committee
financial expert” as
defined under Item 407(d)(5) of Regulation S-K of the Securities
Exchange Act.
Pursuant to the Company’s Board of
Director’s compensation program (the
“Board Compensation
Program”), Mr. McAfee
shall receive a quarterly cash payment of $5,000, and on December
28, 2016 he received a grant of 545,455 restricted shares of
Company common stock valued at $60,000 on the date of grant, which
shares vest in full on the date that is one year following the date
of grant, subject to Mr. McAfee continuing to serve as a member of
the Board of Directors on such date and
conditions of a Restricted Shares Grant Agreement entered into by
and between the Company and Mr. McAfee.
Adam McAfee
Mr.
McAfee, age 52, has over 30 years of experience as a financial
analyst, controller and executive with leadership roles in mergers
and acquisitions, financial planning and analysis, project finance,
operations, audit and enterprise system implementations. Since
August 2012, Mr. McAfee has served as Chief Executive Officer of,
and between December 2008 and July 2012, Mr. McAfee served as Chief
Financial Officer of, Nevo Energy, Inc., a solar utility and
development company. Since October 2013, Mr. McAfee has served as
the Vice President of Finance of, and between August 2011 and
October 2013, Mr. McAfee served as Controller of, Aemetis, Inc.
(NASDAQ: AMTX), a renewable fuels processing company. Since
September 2005, he has served as Chief Executive Officer and
Director of Navitas Corporation, an energy company, which merged
with publicly traded Pacific Asia Petroleum (PAP) in July 2008 and
then as Managing Director of Navitas Capital LLC, a spin-off
company from Navitas Corporation, managing debt and equity
investments in public and private companies. In 2003 Mr. McAfee
founded Park Capital Management, LLC, a fund that manages assets
acquired through PIPE and private equity investments in technology
and renewable energy companies, which he has served as Managing
Director of since November 2003. Mr. McAfee has served as the
Managing General Partner of Orchard Yield Funds, which funds the
investing in developing organic almonds in the Central Valley of
California, since March 2016 and as the Managing Member of Organic
Pastures Dairy Company, an organic raw milk dairy and creamery
since June 1983.
Mr.
McAfee spent more than eleven years in significant corporate
finance roles at Apple Computer in the Worldwide Financial Planning
and Analysis, Sales, Research and Development and Operations
divisions. Mr. McAfee currently serves as the President and
Chairman of McAfee Charitable Ventures, a private non-profit
charitable organization, a position he has held since August 2006.
Mr. McAfee is also the Managing Member of the California and
Missouri Registered Investment Advisory Firm, Tilted Funds Group
LLC, a position he has held since 2007.
Mr.
McAfee is a Certified Management Accountant. He graduated with
honors from California State University, Fresno with a
Bachelor’s of Science in business administration and finance,
and earned a Masters of Business Administration from the University
of California, Irvine. He also completed the Harvard Business
School Private Equity and Venture Capital Program. Mr. McAfee has
been a Registered Investment Advisor in California since May 2007
and passed his Series 7 exam in March 1989, Series 63 exam in May
1991, and his Series 65 exam in May 2007.
(e)
Stockholder
Approval of an Amendment to the PEDEVCO CORP. 2012 Equity
Incentive Plan
At the Annual Meeting the stockholders of the
Company approved an amendment to the Company’s 2012 Equity
Incentive Plan (the “Plan”)
to increase by 5,000,000 (to 15,000,000), the number of
shares of common stock reserved for issuance under the
Plan. The Company’s stockholders
approved the Plan in accordance with the voting results set forth
below under Item 5.07. The increase to the Plan was originally
approved by the Board of Directors of the Company on October 21,
2016, subject to stockholder approval.
The Plan was originally adopted in 2012. The
material terms of the Plan were described in the Company’s
Proxy Statement under the caption “Proposal 3 –
Amendment to the PEDEVCO Corp. 2012 Equity Incentive
Plan” filed with the SEC
on November 8, 2016. The Plan provides for awards of incentive
stock options, non-statutory stock options, rights to acquire
restricted stock, stock appreciation rights, or SARs, and
performance units and performance shares. Incentive
stock options granted under the Plan are intended to qualify as
“incentive stock
options” within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”).
The
above description of the Plan does not purport to be complete, and
is qualified in its entirety by reference to the full text of the
Plan, which is attached as Exhibit 4.1 to the Company’s
Registration Statement on Form S-8 filed with the U.S. Securities
and Exchange Commission on December 28, 2016 and is incorporated by
reference into this Item 5.02.
(e)
Restricted Stock and Option Awards
On
December 28, 2016, in accordance with the terms of the
Company’s Board Compensation Program, the Company granted
545,455 shares of restricted Company common stock under the Plan to
each member of the Company’s Board of Directors –
Messrs. Ingriselli, McAfee and Steinberg, and Ms. Smith –
which shares vest on the date that is one year following the
anniversary date of each director’s appointment to the
Company’s Board of Directors as a non-employee director, in
each case subject to the recipient of the shares being a member of
the Company’s Board of Directors on such vesting date, and
subject to the terms and conditions of a Restricted Shares Grant
Agreement entered into by and between the Company and the
recipient.
In addition, on December 28, 2016, in connection
with the Company’s annual compensation review process, the
Company granted restricted stock awards to Messrs. Michael L.
Peterson (President and Chief Executive Officer) and Clark R. Moore
(Executive Vice President, General Counsel and Secretary), of
1,650,000 and 1,050,000 shares, respectively, and options to
purchase 600,000 shares of common stock to Gregory Overholtzer
(Chief Financial Officer), which options have an exercise price of
$0.11 per share and expire in five (5) years from the date of
grant. The restricted stock and option awards were granted under
the Company’s 2012 Equity Incentive Plan, as amended. The
restricted stock and option awards vest as follows: 50% of the
shares on the six (6) month anniversary of December 28, 2016 (the
“Grant
Date”); (ii) 30% on the
twelve (12) month anniversary of the Grant Date; and (iii) 20% on
the eighteen (18) month anniversary of the Grant Date, in each case
subject to the recipient of the shares or options being an employee
of or consultant to the Company on such vesting date, and subject
to the terms and conditions of a Restricted Shares Grant Agreement
or Stock Option Agreement, as applicable, entered into by and
between the Company and the recipient.
A copy
of the form of Restricted Shares Grant Agreement and form of Stock
Option Agreement for the awards granted on December 28, 2016 are
attached as Exhibits 4.2
and 4.3, respectively, to the Company’s Registration
Statement on Form S-8 filed with the U.S. Securities and Exchange
Commission on October 31, 2013 and are incorporated by reference
into this Item 5.02.
Item
5.07
Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, the stockholders (i)
elected four director nominees, (ii) approved the issuance
of more than 19.9% of the Company’s outstanding shares of
common stock upon conversion of principal and accrued interest
under an outstanding Convertible Promissory Note in the principal
amount of $4.925 million (the “MIEJ Note”), held by MIE
Jurassic Energy Corporation (“MIEJ”), (iii) approved the amendment to the Plan
(described in greater detail above under Item 5.02), (iv)
authorized the Board of Directors of the Company to effect a
reverse stock split of the Company’s outstanding common stock
in a ratio of between one-to-two and one-to-ten, in the Board of
Director’s sole discretion (the “Reverse Stock
Split”), (v) approved, on
an advisory basis, the appointment of GBH CPA’s, PC, as the
Company’s independent auditors for the 2016 fiscal year, and
(vi) approved the adjournment of the Annual Meeting, if necessary
or appropriate, to solicit additional proxies, provided that such
adjournment was not necessary.
A total of 33,318,458 shares were present in
person or by proxy and represented at the Annual Meeting, which
shares constituted a quorum (over 33 1/3% of our outstanding voting
shares) based on 49,849,297 shares of common stock and 66,625
shares of Series A Convertible Preferred Stock entitled to vote at
the Annual Meeting as of the November 8, 2016, the record date for
the Annual Meeting. At the Annual Meeting, the Company’s
shareholders voted on the following proposals described in greater
detail in the Company’s Definitive Proxy Statement filed on
November 8, 2016 with the Securities and Exchange Commission (the
“Definitive Proxy
Statement”), and
summarized below. There was no solicitation in opposition to
management’s nominees as listed in its proxy statement and
all such nominees were elected to the class of directors.
There were no broker non-votes
applicable to the proposals to come before the Annual
Meeting.
The
results of the voting for each of the proposals were as
follows:
1.
Election of
Directors:
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Frank C.
Ingriselli
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33,215,392
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103,066
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0
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Adam
McAfee
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33,213,933
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104,525
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0
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Elizabeth P.
Smith
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30,450,983
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2,867,475
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0
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David Z.
Steinberg
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33,213,933
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104,525
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0
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2.
To
approve the issuance of more than 19.9% of the Company’s
outstanding shares of common stock upon conversion of the MIEJ
Note:
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For:
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28,507,313
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Against:
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4,704,277
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Abstain:
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106,868
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Broker
Non-Votes
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0
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3.
To
approve an amendment to the Company’s 2012 Equity Incentive
Plan, to increase by 5,000,000 the number of shares of common stock
reserved for issuance under the plan:
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For:
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32,987,326
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Against:
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220,095
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Abstain:
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111,037
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Broker
Non-Votes
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0
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4. To
authorize the Board of Directors of
the Company to effect a reverse stock split of the Company’s
outstanding common stock in a ratio of between one-to-two and
one-to-ten, in the Board of Director’s sole
discretion:
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For:
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30,313,324
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Against:
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2,898,356
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Abstain:
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106,868
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Broker
Non-Votes
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0
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5.
Ratification of
the appointment of GBH CPA’s, PC, as the Company’s
independent auditors for the fiscal year ending December 31,
2016:
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For:
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33,208,387
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Against:
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5,052
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Abstain:
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105,019
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6.
To
approve the adjournment of the Annual Meeting, if necessary or
appropriate:
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For:
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30,458,497
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Against:
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2,753,372
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Abstain:
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106,589
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As
such, each of the four (4) director nominees were duly appointed to
the Board of Directors by a plurality of the votes cast (and Mr.
Steinberg, the Series A Preferred Stock nominee was further
appointed by the Series A Preferred Stock holder)(there was no
solicitation in opposition to management’s nominees as listed
in its proxy statement), each to serve a term of one year and until
their respective successors have been elected and qualified, or
until their earlier resignation or removal, and proposals 2 through
4 and proposal 6 were separately approved and ratified by the
affirmative vote of a majority of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote on,
and who voted for, against, or expressly abstained with respect to,
each such proposal. Proposal 5 was approved by the affirmative vote
of a majority of the shares of common stock and shares of Series A
Convertible Preferred Stock entitled to vote at the Annual
Meeting.
Item
7.01 Regulation FD Disclosure.
The
Company issued a press release on December 30, 2016, announcing the
results of the Company’s Annual Meeting, and that it had
received notice from the Exchange indicating that it does not
satisfy the continued listing standards of the Exchange. 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.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
No. |
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Description
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4.1
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PEDEVCO
Corp. Amended and Restated 2012 Equity Incentive Plan
(1)
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4.2
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant
Agreement (2)
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4.3
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Stock Option Agreement
(2)
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Press
Release dated December 30, 2016
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*Furnished
herewith.
(1)
Filed on December 28, 2016, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-215349).
(2)
Filed on October 31, 2013, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-192002).
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 hereunto duly authorized.
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PEDEVCO
CORP.
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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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Date:
December 30, 2016
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Exhibit
No. |
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Description
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4.1
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PEDEVCO
Corp. Amended and Restated 2012 Equity Incentive Plan
(1)
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4.2
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant
Agreement (2)
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4.3
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Stock Option Agreement
(2)
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Press
Release dated December 30, 2016
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*Furnished
herewith.
(1)
Filed on December 28, 2016, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-215349).
(2)
Filed on October 31, 2013, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-192002).