Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
PEDEVCO CORP.
(Name
of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
70532Y303
(CUSIP
Number)
Dr. Simon G. Kukes
5100 Westheimer Suite 200
Houston, Texas 77056
Telephone: (713)
969-5027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June 26, 2018
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934
(“Act”)
or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see the Notes).
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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SK
Energy LLC
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Check
the Appropriate Box if a Member of a Group
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(a)[X]
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(b)[]
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SEC Use
Only
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Source
of Funds
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WC
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[
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Citizenship
or Place of Organization
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Delaware
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Sole Voting Power
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-0-
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Number
of Shares
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Shared Voting Power
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Beneficially
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7,262,500
shares of Common Stock
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Owned
by Each
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Reporting
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Sole Dispositive Power
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Person
With
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-0-
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Shared Dispositive Power
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7,262,500
shares of Common Stock
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,262,500
shares of Common Stock
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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Not
applicable.
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Percent
of Class Represented by Amount in Row (11)
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49.9%
of the Issuer’s outstanding Common Stock
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Type of
Reporting Person
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OO
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Dr.
Simon G. Kukes
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Check
the Appropriate Box if a Member of a Group
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(a)[X]
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(b)[]
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SEC Use
Only
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Source
of Funds
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PF
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[
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Citizenship
or Place of Organization
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United
States Citizen
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Sole Voting Power
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-0-
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Number
of Shares
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Shared Voting Power
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Beneficially
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7,262,500
shares of Common Stock
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Owned
by Each
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Reporting
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Sole Dispositive Power
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Person
With
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-0-
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Shared Dispositive Power
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7,262,500
shares of Common Stock
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,262,500
shares of Common Stock
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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Not
applicable.
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Percent
of Class Represented by Amount in Row (11)
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49.9%
of the Issuer’s outstanding Common Stock
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Type of
Reporting Person
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IN
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Item 1. Security and Issuer
This
Schedule 13D relates to the common stock, $0.001 par value per
share (“Common
Stock”) of PEDEVCO Corp. (the “Company” or the
“Issuer”). The principal
executive offices of the Company are located at 4125 Blackhawk
Plaza Circle, Suite 201, Danville, California 94506.
Item 2. Identity and Background
(a)
This
statement is filed by SK Energy LLC, a Delaware limited liability
company (“SK
Energy”), and Dr. Simon G. Kukes (“Kukes”). Each of the
foregoing is referred to as a “Reporting Person” and
collectively as the “Reporting
Persons.”
Kukes
is the Chief Executive Officer and 100% owner of SK Energy. By
virtue of this relationship, Kukes is deemed to beneficially own
the securities beneficially owned by SK Energy.
Each of
the Reporting Persons is a party to that certain Joint Filing
Agreement described in detail in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b)
The
principal business address of each of SK Energy and Kukes is 5100
Westheimer Suite 200, Houston, Texas 77056.
(c)
The
principal occupation of SK Energy is a consulting business. The
principal occupation of Kukes is the sole owner and Chief Executive
Officer of SK Energy.
(d)
No
Reporting Person has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No
Reporting Person has, during the last five years, been party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f)
SK
Energy is organized under the laws of the State of Delaware. Kukes
is a citizen of the United States.
Item 3. Source of Amount of Funds or Other
Compensation
On June
26, 2018, SK Energy loaned the Company $7.7 million, which amount
was evidenced by a Promissory Note dated June 25, 2018, in the
amount of $7.7 million (the “SK Energy Note”), the
terms of which are discussed below.
As part
of the same transactions and as required conditions to closing the
sale of the SK Energy Note, SK Energy entered into a Stock Purchase
Agreement with Golden Globe Energy (US), LLC (“GGE”),
the then holder of the Company’s outstanding 66,625 shares of
Series A Convertible Preferred Stock (convertible pursuant to their
terms into 6,662,500 shares of the Company’s common stock),
pursuant to which on June 25, 2018, SK Energy purchased, for
$100,000, all of the Series A Convertible Preferred Stock (the
“Stock Purchase
Agreement”).
The SK
Energy Note accrues interest monthly at 8% per annum, payable
quarterly (beginning October 15, 2018), in either cash or shares of
common stock (at the option of the Company), or with the consent of
SK Energy, such interest may be accrued and capitalized.
Additionally, in the event that the Company is prohibited from
paying the interest payments due on the SK Energy Note in cash
pursuant to the terms of its senior debt and/or the requirement
that the Company obtain shareholder approval for the approval of
issuance of shares of common stock in lieu of interest due under
the SK Energy Note due to the Share Cap (described and defined
below), such interest will continue to accrue until such time as
the Company can either pay such accrued interest in cash or
stock.
If
interest on the SK Energy Note is paid in common stock, SK Energy
will be due that number of shares of common stock as equals the
amount due divided by the average of the closing sales prices of
the Company’s common stock for the ten trading days
immediately preceding the last day of the calendar quarter prior to
the applicable payment date, rounded up to the nearest whole share
of common stock (the “Interest
Shares”).
The SK
Energy Note is due and payable on June 25, 2021, but may be prepaid
at any time, without penalty. Other than in connection with the
Interest Shares, the principal amount of the SK Energy Note is not
convertible into common stock of the Company. The SK Energy Note
contains standard and customary events of default and upon the
occurrence of an event of default, the amount owed under the SK
Energy Note accrues interest at 10% per annum.
As
additional consideration for SK Energy agreeing to the terms of the
SK Energy Note, the Company issued SK Energy 600,000 shares of
common stock (the “Loan
Shares”).
The SK
Energy Note includes a share issuance limitation preventing the
Company from issuing Interest Shares thereunder, if such issuance,
together with the number of Loan Shares, plus such number of
Interest Shares issued previously, as of the date of such new
issuance, totals more than 19.99% of the Company’s
outstanding shares of common stock as of June 25, 2018 (i.e.,
1,455,023 shares) (the “Share Cap”).
On June
26, 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 July
3, 2018, SK Energy converted all 66,625 of the Series A Convertible
Preferred Stock shares which it held, pursuant to their terms, into
6,662,500 shares of the Company’s common stock, representing
45.8% of the Company’s then outstanding common stock, and
resulting in approximately 14,541,254 shares of the Company’s
common stock being issued and outstanding. The shares of common
stock issued upon conversion of the Series A Convertible Preferred
Stock, together with the 600,000 Loan Shares, totaled 49.9% of the
Company’s outstanding shares of common stock.
Item 4. Purpose of Transaction
The
Reporting Persons acquired the securities for investment purposes.
In the future, depending on general market and economic conditions
affecting the Company and other relevant factors, the Reporting
Persons may purchase additional securities of the Company or
dispose of some or all of the securities they currently own from
time to time in open market transactions, private transactions or
otherwise.
The
Reporting Persons currently have plans which may relate to or
result in:
(a)
the acquisition by
persons of additional securities of the Company; and
(b)
a change in the
present board of directors and management of the Company, including
plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board.
Specifically,
the Reporting Persons are in discussions with the Company regarding
(i) the loan of additional funds to the Company, the amount of
which, and/or the interest due thereon, may be convertible into
shares of the Company’s common stock and (ii) the appointment
to the Board of Directors of the Company of certain persons
recommended by the Reporting Persons, neither of which transactions
have been finalized or affected to date, and which transactions may
never come to fruition.
The
Reporting Persons do not currently have any plans or proposals
which relate to or would result in the following
described:
(a)
the
disposition of securities of the Company;
(b)
a
reorganization involving the Company;
(c)
a
sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d)
a
material change in the present capitalization or dividend policy of
the Company;
(e)
other material
changes in the Company’s business or corporate
structure;
(f)
changes in the
Company’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of the Company by any person;
(g)
causing a class
of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(h)
a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(i)
any
action similar to any of those enumerated in (h) through (j),
above.
Item 5. Interest in Securities of the Issuer
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(a)
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As of
the close of business on July 5, 2018, the Reporting Persons
beneficially own in aggregate 7,262,500 shares of Common Stock
representing 49.9% of the 14,541,254 shares of the Company’s
issued and outstanding Common Stock on such date as confirmed by
the Company’s Transfer Agent on such date.
As of
the close of business on July 5, 2018, SK Energy beneficially owns
an aggregate 7,262,500 shares of Common Stock representing 49.9% of
the 14,541,254 shares of the Company’s issued and outstanding
Common Stock on such date as confirmed by the Company’s
Transfer Agent on such date. By virtue of his relationship with SK
Energy discussed in further detail in Item 2, Kukes is deemed to
beneficially own the shares of Common Stock beneficially owned by
SK Energy.
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(b)
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Kukes
may be deemed to have shared power with SK Energy, to vote and
dispose of the securities reported in this Schedule 13D
beneficially owned by SK Energy.
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(c)
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See
Item 3, above.
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(d)
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No
other person has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the
securities beneficially owned by the Reporting
Persons.
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Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer
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The
Reporting Persons have entered into a Joint Filing Agreement
pursuant to which, among other things, the parties agreed to the
joint filing on behalf of each of them of statements on Schedule
13D with respect to the securities of the Issuer. The Joint Filing
Agreement is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Except
as set forth herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to
the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
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Exhibit No.
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Description
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Joint
Filing Agreement by and among SK Energy LLC and Dr. Simon G. Kukes,
dated July 10, 2018
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Signatures
After
reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
July 10, 2018
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SK
Energy LLC
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/s/ Dr. Simon G.
Kukes
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Dr. Simon G.
Kukes
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Chief Executive Officer
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/s/ Dr. Simon G.
Kukes
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Dr. Simon G.
Kukes
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.