8-K - PED - Equibles

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 6, 2023

PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
Texas	001-35922	22-3755993
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(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
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(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 2.02 Results of Operations and Financial Condition

The matters set forth in, or incorporated by reference in, Item 7.01 or Item 8.01, to the extent they relate to results of operations and financial condition of PEDEVCO Corp. (the “Company”), for a completed quarterly or annual fiscal period, are incorporated by reference in this Item 2.02.

Item 7.01 Regulation FD Disclosure.

On March 6, 2023, the Company issued a press release announcing is plans to participate in the 35^th^ Annual Roth Conference to be held in Laguna Niguel, California on March 12-14, 2023 (the “Roth Conference”), a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01, and published an updated Company presentation on its website at www.pedevco.com, a copy of which is furnished herewith as Exhibit 99.2 and incorporated by reference herein. The Company will discuss the Company presentation and will host one-on-one meetings with investors during the Roth Conference.

The information contained in this Current Report (and included in Exhibits 99.1 and 99.2 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 99.2, to this Current Report on Form 8-K, contains forward-looking statements within the safe harbor provisions under the federal securities laws, including 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 presentation 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 September 30, 2022. 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 8.01 Other Events.

The Company’s reserve report dated January 18, 2023, relating to the proved oil and gas reserves estimates and future net revenue of the Company’s oil and gas properties in Colorado and New Mexico as of December 31, 2022, as referenced in the Company’s presentation discussed in Item 7.01 above, is filed herewith as Exhibit 99.3 and is incorporated by reference into this Item 8.01.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
23.1*	Consent of Cawley, Gillespie & Associates, Inc.
99.1**	Press Release dated March 6, 2023.
99.2**	Company presentation dated March 6, 2023.
99.3*	2023 Reserve Report prepared by Cawley, Gillespie & Associates, Inc.
104	Inline XBRL for the cover page of this Current Report on Form 8-K

* Filed herewith.

** Furnished herewith.

The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.

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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: March 6, 2023	By:	/s/ Simon G. Kukes
		Simon G. Kukes
		Chief Executive Officer
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ped_ex231.htm EXHIBIT 23.1

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the references to our firm in the form and context in which they appear in the Current Report on Form 8-K of PEDEVCO Corp. (the “Company”) dated on or about March 6, 2023 (the “Current Report”), and to the inclusion and use in the Current Report of our report dated January 18, 2023, entitled “PEDEVCO Corp. Interests – Various Oil Properties in Colorado & New Mexico – Total Proved Reserves as of December 31, 2022” (the “Report”), and the information from our Report contained in the Current Report, the incorporation by reference of the Report in the Current Report, and the filing of the Report as Exhibit 99.3 to the Current Report. We also consent to the incorporation by reference in the (a) Registration Statement of the Company on Form S-8 (File No. 333-227566), (b) Registration Statement of the Company on Form S-8 (as amended)(File No. 333-192002), (c) Registration Statement of the Company on Form S-3 (File No. 333-250904), (d) Registration Statement of the Company on Form S-8 (File No. 333-201098), (e) Registration Statement of the Company on Form S-8 (File No. 333-207529), (f) Registration Statement of the Company on Form S-8 (File No. 333-215349), (g) Registration Statement of the Company on Form S-8 (File No. 333-222335), (h) Registration Statement of the Company on Form S-8 (File No. 333-233525), and (i) Registration Statement of the Company on Form S-8 (File No. 333-259248), of the Report and all references to our firm and the information from our Report.

Cawley, Gillespie & Associates, Inc.

| Name: | W. Todd Brooker |

| Title: | President |

Cawley, Gillespie & Associates, Inc.

13640 Briarwick Drive, Suite 100

Austin, Texas 78729

March 6, 2023

ped_ex991.htm EXHIBIT 99.1

PEDEVCO Corp.

575 N. Dairy Ashford, Energy Center II, Suite 210

Houston, Texas 77079

T: (713) 221-1768

PEDEVCO TO PARTICIPATE IN THE 35^th^ ANNUAL ROTH CONFERENCE

HOUSTON, TX., March 6, 2023 — PEDEVCO Corp. (NYSE American: PED) (“PEDEVCO”) today announced that the Company is scheduled to participate in the 35^th^ Annual Roth Conference to be held in Laguna Niguel, California on March 12-14, 2023. J. Douglas Schick, President of the Company, will host one-on-one meetings with investors during the Conference. An updated investor deck prepared in conjunction with the Conference will be posted on the Company’s website, www.pedevco.com on Monday, March 6, 2023, provided the Company may discontinue such posting at any time.

About PEDEVCO

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. PEDEVCO’s principal assets are its San Andres Asset located in the Northwest Shelf of the Permian Basin in eastern New Mexico, and its Denver-Julesberg (“D-J”) Basin Asset located in the D-J Basin in Weld and Morgan Counties, Colorado. PEDEVCO is headquartered in Houston, Texas. More information about PEDEVCO can be found at www.pedevco.com.

CONTACT:

PEDEVCO Corp.

(713) 221-1768

PR@pedevco.com

ped_ex992.htm EXHIBIT 99.2

ped_ex993.htm EXHIBIT 99.3