Blueprint
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): July 18,
2017
001-35922
(Commission file number)
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
|
Texas
|
|
22-3755993
|
|
(State or other jurisdiction of incorporation
or organization)
|
|
(IRS Employer Identification No.)
|
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))
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR §240.12b-2).
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. ☐
ITEM 7.01 REGULATION FD DISCLOSURE.
PEDEVCO
Corp. (the “Company”,
“we”,
“us” or
“PEDEVCO”) issued a press
release on July 18, 2017 providing an update regarding the status
of the transactions contemplated by that certain non-binding letter
of intent contemplating the restructuring of the Company’s
senior debt and substantial equity investment by a Hong Kong-based
investor group. A copy of the
press release is furnished herewith as Exhibit 99.1 and is
incorporated by reference herein. The letter of intent is
non-binding as to the transactions contemplated in the letter of
intent and there can be no assurance that such transactions will be
completed on favorable terms, if at all. Additionally, the
transactions contemplated in the letter of intent, if consummated,
may result in significant dilution to existing
shareholders.
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.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
Press
Release dated July 18, 2017
|
Forward-Looking Statements
Some of
the statements contained in this report discuss future
expectations, contain projections of results of operations or
financial condition, or state other “forward-looking”
information. The words “believe,”
“intend,”
“plan,”
“expect,”
“anticipate,”
“estimate,”
“project,”
“goal”
and similar expressions identify such a statement was made,
although not all forward-looking statements contain such
identifying words. These statements are subject to known and
unknown risks, uncertainties, and other factors that could cause
the actual results to differ materially from those contemplated by
the statements. The forward-looking information is based on various
factors and is derived using numerous assumptions. Factors that
might cause or contribute to such a discrepancy include, but are
not limited to, the risks discussed in this and our other SEC
filings. We do not promise to or take any responsibility to update
forward-looking information to reflect actual results or changes in
assumptions or other factors that could affect those statements
except as required by law. Future events and actual results could
differ materially from those expressed in, contemplated by, or
underlying such forward-looking statements.
PEDEVCO’s
forward-looking statements are based on assumptions that PEDEVCO
believes to be reasonable but that may not prove to be accurate.
PEDEVCO cannot guarantee future results, level of activity,
performance or achievements. Moreover, PEDEVCO does not assume
responsibility for the accuracy and completeness of any of these
forward-looking statements. PEDEVCO assumes no obligation to update
or revise any forward-looking statements as a result of new
information, future events or otherwise, except as may be required
by law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
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.
|
|
PEDEVCO
CORP.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Michael L. Peterson
|
|
|
|
|
Michael L.
Peterson |
|
|
|
|
President
and Chief Executive
Officer
|
|
Date:
July 18, 2017
EXHIBIT INDEX
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
Press
Release dated July 18, 2017
|