8-K
Pedevco Corp (PED)
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 20, 2021
| PEDEVCO CORP. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Texas | 001-35922 | 22-3755993 |
| --- | --- | --- |
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission<br><br>file number) | (IRS Employer<br><br>Identification No.) |
| 575 N. Dairy Ashford, Suite 210<br><br>Houston, Texas | 77079 | |
| --- | --- | |
| **** (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(713) 221-1768
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | PED | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On September 20, 2021, PEDEVCO Corp. (the “Company”, “PEDEVCO”, “we” and “us”) published an updated Company presentation on its website at www.pedevco.com, a copy of which is furnished herewith as Exhibit 99.1 to this Form 8-K, and also issued a related press release with operations updates, a copy of which is furnished herewith as Exhibit 99.2 to this Form 8-K.
The information contained in this Current Report (and included as exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The presentation furnished as Exhibit 99.1 and the press release furnished as Exhibit 99.2 to this Current Report on Form 8-K, contain forward-looking statements within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company and its subsidiaries to be materially different than those expressed or implied in such statements. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and the Company’s website at https://www.PEDEVCO.com/ped/sec_filings, and specifically including the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1* | Company presentation dated September 20, 2021 |
| 99.2* | Press Release dated September 20, 2021 |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
* Furnished herewith.
| 2 |
|---|
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.
| PEDEVCO CORP. | ||
|---|---|---|
| Date: September 20, 2021 | By: | /s/ Simon G. Kukes |
| Simon G. Kukes | ||
| Chief Executive Officer | ||
| 3 | ||
| --- |
ped_ex991.htm EXHIBIT 99.1
ped_ex992.htm EXHIBIT 99.2
PEDEVCO Publishes Updated Company Presentation and Provides Operations Update
Increased Focus on Highly Economic and Prospective D-J Basin Opportunities
HOUSTON, TX, September 20, 2021 (ACCESSWIRE) --PEDEVCO Corp. (NYSE American: PED), an energy company engaged in the acquisition and development of strategic, high growth energy projects in the U.S., published its updated Company presentation on its website at www.PEDEVCO.com. The Company’s presentation includes, among other things, additional information on the Company’s “Phase III” Permian Basin development plan, with updated San Andres well type curves and economics, as well as information regarding positive developments in the D-J Basin, including recent exceptional offset well performance and updated Niobrara well type curves and economics.
Mr. J. Douglas Schick, the Company’s President, commented: “We are very pleased and encouraged by the exceptional offset well performance seen by third party operators in and around our D-J Basin acreage position in recent years, attributed largely to favorable geologic targeting and improved completion techniques. Both 30-day IP and cumulative production per well results have grown substantially, making the D-J Basin one the most economic and best-performing oil basins in the U.S. Given these increasingly positive results, PEDEVCO plans to increase its capital allocation to non-operated projects in the D-J Basin, with the Company recently electing to participate in four horizontal Niobrara wells with a ~6% working interest at a net cost to the Company of ~$1.2 million that have been drilled by another operator and were completed in August 2021, and an additional eight horizontal Niobrara wells in which it holds a ~5% working interest at an expected net cost to the Company of ~$2 million that are slated for drilling by another operator in the first quarter of 2022. We have advanced our business development activities in the basin over the past year which we believe will add opportunities for growth and development. We plan to continue to evaluate D-J Basin well proposals as received from third party operators and participate in those we deem most economic and prospective. In the meantime, we continue to move forward with the “Phase III” development of our Permian Basin asset, with the first two horizontal wells planned for drilling later this year or early 2022. We will continue to seek to leverage our debt-free balance sheet and deploy our ~$20 million in free cash in the development of our D-J Basin and Permian Basin assets in a manner most accretive to our shareholders.”
About PEDEVCO Corp.
PEDEVCO Corp. (NYSE American: PED), is a publicly-traded energy company engaged in the acquisition and development of strategic, high growth energy projects in the United States. The Company's principal assets are its San Andres Asset located in the Northwest Shelf of the Permian Basin in eastern New Mexico, and its D-J Basin Asset located in the D-J Basin in Weld and Morgan Counties, Colorado. PEDEVCO is headquartered in Houston, Texas.
Cautionary Statement Regarding Forward Looking Statements
This press release and presentation referenced herein may contain forward-looking statements, including information about management’s view of PEDEVCO’s future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”). In particular, when used in the preceding discussion, the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release or presentation referenced herein other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of PEDEVCO and its subsidiaries to be materially different than those expressed or implied in such statements. These risks include, but are not limited to, risks of our operations not being profitable or generating sufficient cash flow to meet our obligations; risks relating to the future price of oil, natural gas and NGLs; risks related to the status and availability of oil and natural gas gathering, transportation, and storage facilities; risks related to changes in the legal and regulatory environment governing the oil and gas industry, and new or amended environmental legislation and regulatory initiatives; risks related to the need for additional capital to complete future acquisitions, conduct our operations, and fund our business on favorable terms, if at all; risks related to the limited control over activities on properties we do not operate and the speculative nature of oil and gas operations in general; risk associated with the uncertainty of drilling, completion and enhanced recovery operations; risks associated with illiquidity and volatility of our common stock, dependence upon present management, the fact that Mr. Simon Kukes, our CEO and member of the Board, beneficially owns a majority of our common stock, and our ability to maintain the listing of our common stock on the NYSE American; COVID-19, governmental responses thereto, economic downturns and possible recessions caused thereby; and others that are included from time to time in filings made by PEDEVCO with the Securities and Exchange Commission, including, but not limited to, in the “Risk Factors” sections in its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities and Exchange Commission. These reports are available at www.sec.gov. Other unknown or unpredictable factors also could have material adverse effects on PEDEVCO’s future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release and presentation referenced herein are made only as of the date hereof. PEDEVCO cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
CONTACT:
PEDEVCO Corp. (713) 221-1768 PR@pedevco.com