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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): September 29,
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 2685
(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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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 1.01. Entry into a Material Definitive
Agreement
On September 29, 2016, PEDEVCO CORP. (the
“Company”) entered into an At Market Issuance Sales
Agreement (the “Sales Agreement”) with National
Securities Corporation (“NSC”), a wholly
owned subsidiary of National Holdings Corporation
(NasdaqCM:NHLD), pursuant to which the Company may issue and
sell shares of its common stock, $0.001 per share, having an
aggregate offering price of up to $2,000,000 (the
“Shares”) from time to time, as the Company deems
prudent, through NSC (the “Offering”). Also, on
September 29, 2016, the Company filed a prospectus supplement with
the Securities and Exchange Commission in connection with the
Offering (the “Prospectus Supplement”) under its
existing shelf registration statement, which became effective on
November 5, 2013 (File No. 333-191869).
Upon
delivery of a placement notice and subject to the terms and
conditions of the Sales Agreement, NSC may sell the Shares by
methods deemed to be an “at the market offering” as
defined in Rule 415 promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), including sales made
directly on or through the NYSE MKT, on any other existing trading
market for the Company’s common stock or sales made to or
through a market maker.
With
the Company’s prior written approval, NSC may also sell the
Shares by any other method permitted by law, including in
negotiated transactions. The Company may elect not to issue and
sell any Shares in the Offering and the Company or NSC may suspend
or terminate the offering of Shares upon notice to the other party
and subject to other conditions. NSC will act as sales agent on a
commercially reasonable efforts basis consistent with its normal
trading and sales practices and applicable state and federal law,
rules and regulations and the rules of the NYSE MKT.
The
Company has agreed to pay NSC commissions for its services in
acting as agent in the sale of the Shares in the amount equal to
3.0% of the gross sales price of all Shares sold pursuant to the
Agreement. The Company also agreed to pay various expenses in
connection with the offering, including reimbursing up to $30,000
of NSC’s legal fees, which is to be paid in three (3)
installments as follows: (a) $10,000 on the date of the
parties’ entry into the Sales Agreement, (b) $10,000 on the
date that is thirty (30) days from the date of the Sales Agreement,
and (c) the balance due (not to exceed $10,000) on the date that is
sixty (60) days from the date of the Sales Agreement. The Company
has also agreed to provide NSC with customary indemnification and
contribution rights.
The
Company intends to use the net proceeds from the offering, if any,
to fund development and for working capital and general corporate
purposes, including general and administrative purposes. The
Company is not obligated to make any sales of common stock under
the Sales Agreement, and no assurance can be given that the Company
will sell any shares under the Sales Agreement, or, if it does, as
to the price or amount of Shares that it will sell, or the dates on
which any such sales will take place.
A copy of the Sales Agreement is attached
as Exhibit 1.1
hereto and is incorporated herein by
reference. The foregoing description of the material terms of the
Sales Agreement does not purport to be complete and is qualified in
its entirety by reference to such exhibit.
A copy
of the opinion of The Loev Law Firm, PC, relating to the legality
of the Shares that may be issued pursuant to the Sales Agreement
and the Prospectus Supplement is attached as Exhibit 5.1 to this Current
Report on Form 8-K.
The Shares are registered pursuant to an effective
shelf Registration Statement on Form S-3 (File No.
333-191869) and offerings for the
Shares will be made only by means of the Prospectus Supplement.
This Current Report on Form 8-K shall not constitute an offer to
sell or solicitation of an offer to buy these securities, nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities law of such state or
jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
The
Exhibits to this Current Report on Form 8-K are listed in the
Exhibit Index attached hereto.
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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Date: September 29,
2016
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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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EXHIBIT INDEX
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ExhibitNo.
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Description
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At
Market Issuance Sales Agreement, dated September 29, 2016, by and
among PEDEVCO CORP. and National Securities
Corporation
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Opinion
of The Loev Law Firm, PC, dated September 29, 2016
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23.1
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Consent
of The Loev Law Firm, PC (contained in Exhibit 5.1
above)
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