|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
PEDEVCO CORP (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) |
70532Y303 (CUSIP Number) |
Dr. Simon G. Kukes 575 N. Dairy Ashford, Energy Center II, Suite 210 Houston, TX, 77079 713-969-5027 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 70532Y303 |
| 1 |
Name of reporting person
SGK 2018 REVOCABLE TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,791,325.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Based on 91,339,385 shares of common stock issued and outstanding as of January 23, 2025, as confirmed by the Company's transfer agent on such date.
SCHEDULE 13D
|
| CUSIP No. | 70532Y303 |
| 1 |
Name of reporting person
KUKES SIMON G | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
59,741,275.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
65.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes 3,000 shares of common stock held by Dr. Kukes' spouse.
(2) Includes options to purchase 25,000 shares of common stock held by Dr. Kukes'
Reporting spouse (6,667 of which have an exercise price of $1.39 per share, 3,333 of which have an exercise price of $1.17 per share, and 15,000 of which have an exercise price of
$1.68 per share) which have vested to Dr. Kukes' spouse, and/or which vest in the 60 days from the date of this filing.
* Based on 91,339,385 shares of common stock issued and outstanding as of January 23, 2025, as confirmed by the Company's transfer agent on such date.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK, PAR VALUE $0.001 PER SHARE | |
| (b) | Name of Issuer:
PEDEVCO CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
575 N. DAIRY ASHFORD, ENERGY CENTER II, SUITE 210, HOUSTON,
TEXAS
, 77079. | |
Item 1 Comment:
This Amendment No. 12 (the "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on July 10, 2018, as amended by the Amendment No. 1 thereto, filed with the Commission on September 11, 2018, the Amendment No. 2 thereto, filed with the Commission on October 26, 2018 the Amendment No. 3 thereto, filed with the Commission on December 26, 2018, the Amendment No. 4 thereto, filed with the Commission on February 19, 2019, the Amendment No. 5 thereto, filed with the Commission on March 5, 2019, the Amendment No. 6 thereto, filed with the Commission on May 22, 2019, the Amendment No. 7 thereto, filed with the Commission on September 19, 2019, the Amendment No. 8 thereto, filed with the Commission on February 1, 2022, the Amendment No. 9 thereto, filed with the Commission on September 28, 2022, the Amendment No. 10 thereto, filed with the Commission on October 5, 2022 and the Amendment No. 11 thereto, filed with the Commission on December 21, 2022 (such Schedule 13D as amended to date, the "Schedule 13D"), by The SGK 2018 Revocable Trust ("SGK Trust"), and Dr. Simon G. Kukes ("Kukes"). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Due to recent changes in the Schedule 13D submission form, this Amendment is being filed as a new Schedule 13D filing, to report SGK Trust as the main filer hereunder, notwithstanding that this is an Amendment to the prior Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.
This Amendment is being filed to reflect the acquisition by Kukes of additional shares of common stock of the Issuer since the filing of Amendment No. 11 to the Schedule 13D.
For purposes of this Amendment, each of Kukes and SGK Trust are a "Reporting Person" and collectively, the "Reporting Persons."
This Schedule 13D relates to the common stock, $0.001 par value per share ("Common Stock") of PEDEVCO Corp. (the "Company" or the "Issuer"). The principal executive offices of the Company are located at 575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, Texas 77079. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by The SGK 2018 Revocable Trust, a Texas family trust ("SGK Trust"), and Dr. Simon G. Kukes ("Kukes"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Kukes is the trustee and beneficiary of the SGK Trust. By virtue of this relationship, Kukes is deemed to beneficially own the securities beneficially owned by SGK Trust.
Each of the Reporting Persons is a party to that certain Joint Filing Agreement described in detail in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. | |
| (b) | The principal business address of each of SGK Trust and Kukes is 575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, Texas 77079. | |
| (c) | The principal occupation of SGK Trust is a family trust formed to hold among other things, shares of the Issuer. The principal occupation of Kukes is the Trustee of the SGK Trust and the Executive Chairman of the Company. | |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | SGK Trust is a Texas trust. Kukes is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and modified to include the following (which shall be in addition to the information previously included in the Schedule 13D):
On January 23, 2025, the Company issued, after recommendation by the Compensation Committee of the Company's Board of Directors and approval by the Board of Directors, and in connection with the Company's 2024 year annual compensation review, 350,000 shares of restricted common stock to Dr. Simon G. Kukes, the Executive Chairman of the Company, which shares vest at the rate of (i) 1/3 of such shares on the ten (10) month anniversary of the January 23, 2025 grant date (the "Grant Date"); (ii) 1/3 on the twenty-second (22nd) month anniversary of the Grant Date; and (iii) 1/3 on the thirty-fourth (34th) month anniversary of the Grant Date (collectively, the "Vesting Terms"), subject to Dr. Kukes' continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Dr. Kukes. The restricted stock shares were issued under the Company's 2021 Equity Incentive Plan, as amended to date (the "Plan"), in consideration for services rendered, and to be rendered by Dr. Kukes. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the securities for investment purposes. In the future, depending on general market and economic conditions affecting the Company and other relevant factors, the Reporting Persons may purchase additional securities of the Company or dispose of some or all of the securities they currently own from time to time in open market transactions, private transactions or otherwise. Additionally, Dr. Kukes currently plans to purchase additional shares of common stock of the Company in open market transactions, from time to time, during open trading windows, when he believes the acquisitions represent attractive investment opportunities at then prices. Dr. Kukes and/or his wife may also acquire additional shares of common stock under various employee benefit and compensation arrangements with the Company in the future.
Other than as discussed above, and except as may occur in the ordinary course of business of the Company, the Reporting Persons do not currently have any plans or proposals which relate to or would result in the following described:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except as discussed above and except that the Reporting Persons currently contemplate acquiring additional securities of the Issuer from time to time in open market or private purchases subject to market conditions and other factors;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above, except as discussed above.
However, Dr. Kukes, in his capacity as a member of the Board and Chief Executive Officer may, from time to time, become aware of, initiate, and/or be involved in discussions that relate to the transactions described in this Item 4 and thus retains his right to modify his plans with respect to the transactions described in this Item 4 to acquire or dispose of securities of the Company and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto. | |
| (b) | The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto.
Kukes may be deemed to have shared power with SGK Trust, to vote and dispose of the securities reported in this Schedule 13D beneficially owned by SGK Trust. Kukes may also be deemed to have shared power with his spouse, to vote and dispose of the securities reported in this Schedule 13D beneficially owned by his spouse. | |
| (c) | See Item 3, above. | |
| (d) | No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Persons, except in connection with the 3,000 shares of common stock owned by Dr. Kukes' spouse (and options held by such spouse). | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
A copy of the form of Restricted Shares Grant Agreement and form of Stock Option Agreements for the awards described in Item 3 above are incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. / Description
99.1 Power of Attorney dated April 17, 2019 - Dr. Simon G. Kukes and Clark R. Moore (1)
https://www.sec.gov/Archives/edgar/data/1141197/000165495419007477/ped_ex241.htm
99.2 Power of Attorney dated October 5, 2022 - The SGK 2018 Revocable Trust and Clark R. Moore (2)
https://www.sec.gov/Archives/edgar/data/1141197/000165495422013368/form4poaexhibit.htm
99.3 PEDEVCO Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant Agreement (3)
https://www.sec.gov/Archives/edgar/data/1141197/000158069513000086/ex4-2.htm
99.4 PEDEVCO Corp. 2012 Equity Incentive Plan Form of Stock Option Grant Agreement (3)
https://www.sec.gov/Archives/edgar/data/1141197/000158069513000086/ex4-3.htm
99.5 PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement (4)
https://www.sec.gov/Archives/edgar/data/1141197/000165495421009660/ped_ex993.htm
99.6 PEDEVCO Corp. 2021 Equity Incentive Plan Form of Stock Option Grant Agreement (4)
https://www.sec.gov/Archives/edgar/data/1141197/000165495421009660/ped_ex992.htm
99.7 Joint Filing Agreement by and among SK Energy LLC, The SGK 2018 Revocable Trust and Dr. Simon G. Kukes, dated October 4, 2022 (5)
https://www.sec.gov/Archives/edgar/data/1141197/000165495422013369/ped_ex998.htm
(1) Filed as Exhibit 24.1 to the Form 4 filed by the Reporting Persons on June 19, 2019 and incorporated by reference herein.
(2) Filed as Exhibit 24.3 to the Form 4 filed by the Reporting Persons on October 5, 2022.
(3) Filed on October 31, 2013, as an exhibit to the Company's Registration on Form S-8 and incorporated herein by reference (File No. 333-192002).
(4) Filed on September 1, 2021, as an exhibit to the Company's Registration on Form S-8 and incorporated herein by reference (File No. 333-259248).
(5) Filed as Exhibit 99.8 to Amendment No. 10 and incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|