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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): March 27,
2017
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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Item 2.02 Results of Operations and Financial
Condition.
The
information described in Item 7.01 below is incorporated by
reference in its entirety into this Item 2.02.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
As disclosed in the press release described in
Item 7.01 below, which press release is incorporated by reference
into this Item 5.03, PEDEVCO Corp. (the “Company”,
“we” or “us”), announced on March 27, 2017, that,
pursuant to the authorization provided by the Company’s
stockholders at the Company’s December 28, 2016 annual
meeting, and in order to meet the continued listing standards of
the NYSE MKT, the Board of Directors approved the filing of a
Certificate of Amendment to the Company’s Certificate of
Formation with the Secretary of State of Texas to effect a 1-for-10
reverse stock split of all outstanding common stock shares of the
Company, anticipated to be effective on April 7, 2017. The
Certificate of Amendment is filed herewith
as Exhibit
3.1.
The
effect of the reverse stock split will be to combine each 10 shares
of outstanding common stock into one new share, with no change in
authorized shares or par value per share, and to reduce the number
of common stock shares outstanding from approximately 54.9 million
shares to approximately 5.49 million shares (prior to rounding).
Proportional adjustments will be made to the conversion and
exercise prices of the Company’s outstanding convertible
preferred stock, warrants and stock options, and to the number of
shares issued and issuable under the Company’s stock
incentive plans. The reverse stock split will not affect any
shareholder’s ownership percentage of the Company’s
common stock, except to the limited extent that the reverse stock
split would result in any shareholder owning a fractional share.
Fractional shares of common stock will be rounded up to the nearest
whole share.
The Company’s trading symbol of
“PED” will not change as a result of the reverse
stock split, although it is expected that the letter
“D” will be appended to the Company’s
ticker for approximately 20 trading days following the effective
date to indicate the completion of the reverse stock split. In
addition, the common stock will trade under a new CUSIP number,
70532Y 303.
Item 7.01 Regulation FD Disclosure.
On March 27, 2017, the Company filed a press
release announcing the Company’s year end results and entry
into a certain non-binding letter of intent, and disclosing the
approval by the Board of Directors of a 1-for-10 reverse stock
split and the filing of a Certificate of Amendment to the
Company’s Certificate of Formation to effect such reverse
stock split. A copy of the press release is filed herewith
as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Certificate
of Amendment to Certificate of Formation (1-for-10 Reverse Stock
Split of Common Stock)
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Press
Release dated March 27, 2017
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* Filed herewith.
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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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: March
27, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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Certificate
of Amendment to Certificate of Formation (1-for-10 Reverse Stock
Split of Common Stock)
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Press
Release dated March 27, 2017
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* Filed herewith.