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): February 3, 2021 (February 2, 2021)
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
| Texas | 001-35922 | 22-3755993 | ||
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) |
575 N. Dairy Ashford, Suite 210
Houston, Texas 77079
(Address of principal executive offices)
(713) 221-1768
(Registrant’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))
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. ☐
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 1.01. Entry into a Material Definitive Agreement.
On February 2, 2021, PEDEVCO Corp. (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters name therein (the “Kingswood”), pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 5,190,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $1.50 per share. The Company also granted the underwriters a 45-day option to purchase up to an additional 778,500 shares of Common Stock to cover over-allotments, if any. The Offering is expected to close, subject to customary closing conditions, on or about February 5, 2021.
Kingswood is acting as sole bookrunner for the Offering. The shares of Common Stock are being offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-250904), filed with the Securities and Exchange Commission (the “Commission”) on November 23, 2020, which was declared effective by the Commission on December 2, 2020 (the “Registration Statement”), and a prospectus supplement forming a part of the effective Registration Statement, dated February 2, 2021. The Company agreed to pay the underwriters a cash fee equal to 6% of the aggregate gross proceeds received by the Company in connection with the Offering and to reimburse certain expenses not to exceed $50,000.
The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and Offering expenses, are expected to be approximately $7.2 million ($8.3 million if the over-allotment is exercised in full). The Company currently intends to use the net proceeds from the offering, if any, (i) to fund the Company’s 2021 Permian Basin and D-J Basin asset development programs, (ii) to fund potential acquisition and business combination opportunities, and (iii) for general corporate purposes and working capital.
The Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of such parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.
Pursuant to the Underwriting Agreement, the Company agreed, subject to certain exceptions, not to offer, issue or sell any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock until the later of (i) 45 days following the closing of the Offering or (ii) 30 days following the date of the Underwriting Agreement, without the prior written consent of Kingswood.
In connection with the Offering, each of our officers and directors will also be required to agree, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our Common Stock or other securities convertible into or exercisable or exchangeable for shares of our Common Stock for a period of forty-five (45) days after the Offering is completed, without the prior written consent of Kingswood.
The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement and prospectus supplement filed in connection with the Offering by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the opinion of The Loev Law Firm, PC, relating to the validity of the issuance of the shares of Common Stock, is attached as Exhibit 5.1 hereto is incorporated herein and into the Registration Statement and prospectus supplement filed in connection with the Offering by reference.
A copy of the form of lock-up agreement to be entered into between officers and directors of the Company prior to the closing of the Offering is attached as Exhibit 10.1 hereto is incorporated herein and into the Registration Statement and prospectus supplement filed in connection with the Offering by reference.
Item 7.01. Regulation FD Disclosure.
On February 2, 2021, the Company issued a press release announcing the launch of the Offering. On February 2, 2021, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the press releases attached to this Form 8-K as Exhibits 99.1 and 99.2 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The press releases attached as Exhibits 99.1 and 99.2 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing or document.
Forward- Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include the ability of the Company to satisfy certain conditions to closing the Offering on a timely basis or at all, as well as other risks described in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K filed with the SEC on March 30, 2020 and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, and the prospectus supplement we filed with the SEC on February 3, 2021, relating to the Offering, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number | Description | |
1.1* | Underwriting Agreement, dated February 2, 2021, by and between U.S. Energy Corp. and Kingswood Capital Markets, division of Benchmark Investments, Inc. | |
5.1* | Opinion of the Loev Law Firm, PC | |
10.1* | Form of Lock-Up Agreement | |
23.1* | Consent of The Loev Law Firm, PC (included in Exhibit 5.1) | |
99.1** | Press Release of PEDEVCO Corp. dated February 2, 2021 | |
99.2** | Press Release of PEDEVCO Corp. dated February 2, 2021 |
* Filed herewith.
** Furnished herewith.
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. | |||
| Date: February 3, 2021 | By: | /s/ Simon G. Kukes | |
| Simon G. Kukes | |||
| Chief Executive Officer | |||