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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): November 3,
2016
001-35922
(Commission file number)
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
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Texas
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22-3755993
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification
No.)
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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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[x]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A
CONTINUED LISTING RULE OR STANDARD; TRANSFER OF
LISTING.
On
November 3, 2016, PEDEVCO Corp. (the “Company”)
received notice from the NYSE MKT LLC (the “Exchange”)
that the Company is not in compliance with Section 1003(f)(v) of
the NYSE MKT Company Guide (“Company Guide”) because
the price per share of the Company’s common stock has closed
at or below $0.20 per share since October 5, 2016, and that the
continued listing of the Company’s common stock on the
Exchange is predicated on the Company effecting a reverse stock
split of its outstanding common stock no later than May 3,
2017.
Receipt
of the letter does not have any immediate effect upon the listing
of the Company’s common stock, provided that in order to
maintain its listing on the Exchange, the Exchange has requested
that the Company contact the Exchange by November 10, 2016 to
confirm receipt of the notice and discuss any new developments of
which the Exchange staff may be unaware. On November 9, 2016, the
Company contacted the Exchange to notify it that, on November 8,
2016 and in connection with the Company’s annual shareholder
meeting to be held on December 28, 2016, the Company filed a
definitive proxy statement pursuant to Schedule 14(a) of the
Securities Exchange Act of 1934, as amended, which proxy statement
includes a proposal seeking shareholder approval of a reverse stock
split which, if approved by the shareholders and effected by the
Company, would increase the price per share of the Company’s
common stock to a level which the Company believes will be
comfortably above the Exchange’s continued listing
requirements (the “Stock Split Proposal”). If the
Company’s shareholders do not approve the Stock Split
Proposal and/or if a stock split is not effected by the Company
prior to May 3, 2017, and the Company’s stock price continues
to trade at a low selling price, then the Company will be subject
to delisting procedures as set forth in the Company Guide. The
Company may then appeal such a determination by the staff of the
Exchange in accordance with the provisions of the Company Guide.
There can be no assurance that the Company will be able to achieve
compliance with the Exchange’s continued listing standards
within the required time frame. Until the Company regains
compliance with the Exchange’s listing standards, a
“.BC” indicator will be affixed to the Company’s
trading symbol to denote
non-compliance with the Exchange’s continued listing
standards.
ITEM 7.01 REGULATION FD DISCLOSURE.
The
Company issued a press release on November 9, 2016, announcing
certain quarterly results of operations, providing certain updates
regarding its pending merger with GOM Holdings, LLC and announcing
that it had received notice from the Exchange indicating that it
does not satisfy the continued listing standards of the Exchange. A
copy of the press release is furnished herewith as Exhibit 99.1 and
is incorporated by reference herein.
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.
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Exhibit No.
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Description
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Press
Release dated November 9, 2016
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Important Information
In connection with the proposed business
combination between PEDEVCO Corp. (“PEDEVCO”)
and GOM Holdings, LLC (“GOM”), PEDEVCO currently intends to file a
proxy statement with the SEC to seek approval for certain matters
related thereto (the “Shareholder
Approval”), as described
more fully in PEDEVCO’s Current Report on Form 8-K filed with
the SEC on December 30, 2015. This communication is not a
substitute for any proxy statement or other document PEDEVCO may
file with the SEC in connection with the Shareholder Approval.
Prospective investors are urged to read the proxy statement when
filed as it will contain important information. Any definitive
proxy statement(s) (if and when available) will be mailed to
stockholders of PEDEVCO. Prospective investors may obtain free
copies of the proxy statement, when filed, as well as other filings
containing information about PEDEVCO, without charge, at the
SEC’s website (www.sec.gov). Copies of PEDEVCO’s SEC
filings may also be obtained from PEDEVCO without charge at
PEDEVCO’s website (www.pacificenergydevelopment.com) or by
directing a request to PEDEVCO at (855)
733-3826.
Participants in Solicitation
PEDEVCO
and its directors and executive officers and other members of
management and employees are potential participants in the
solicitation of proxies in respect of the Shareholder Approval.
Information regarding PEDEVCO’s directors and executive
officers is available in PEDEVCO’s Annual Report on Form 10-K
for the year ended December 31, 2014, filed with the SEC on March
31, 2015 and PEDEVCO Corp.’s definitive proxy statement on
Schedule 14A, filed with the SEC on November 8, 2016. Additional
information regarding the interests of such potential participants
will be included in the proxy statement to be filed with the SEC by
PEDEVCO in connection with the Shareholder Approval and in other
relevant documents filed by PEDEVCO with the SEC. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available.
Forward-Looking Statements
Certain statements in this communication regarding
the proposed transaction between PEDEVCO and GOM are
“forward-looking”
statements. The words “anticipate,”
“believe,”
“ensure,”
“expect,”
“if,” “intend,”
“estimate,”
“probable,”
“project,”
“forecasts,”
“predict,”
“outlook,”
“aim,”
“will,”
“could,”
“should,”
“would,”
“potential,”
“may,”
“might,”
“anticipate,”
“likely”
“plan,”
“positioned,”
“strategy,”
and similar expressions, and the negative thereof, are intended to
identify forward-looking statements. These forward-looking
statements, which are subject to risks, uncertainties and
assumptions about PEDEVCO and GOM, may include projections of their
respective future financial performance, their respective
anticipated growth strategies and anticipated trends in their
respective businesses. These statements are only predictions based
on current expectations and projections about future events. There
are important factors that could cause actual results, level of
activity, performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed
or implied by the forward-looking statements, including the risk
factors set forth in PEDEVCO’s most recent reports on Form
10-K, Form 10-Q and other documents on file with the SEC and the
factors given below:
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termination
of the proposed combination by either party subject to the terms of
the Agreement and Plan of Merger and Reorganization;
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failure
to obtain the approval of members of GOM in connection with the
proposed transaction or the approval of the shareholders of PEDEVCO
for the Shareholder Approval;
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the
failure to consummate or delay in consummating the proposed
transaction for other reasons;
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the
timing to consummate the proposed transaction;
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the
risk that a condition to closing of the proposed transaction may
not be satisfied;
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the
risk that a regulatory approval that may be required for the
proposed transaction is delayed, is not obtained, or is obtained
subject to conditions that are not anticipated;
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PEDEVCO’s
ability to achieve the synergies and value creation contemplated by
the proposed transaction;
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the
ability of PEDEVCO to effectively integrate GOM’s operations;
and
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the
diversion of management time on transaction-related
issues.
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.
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By:
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/s/
Michael L. Peterson
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Michael L.
Peterson
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President
and
Chief
Executive Officer
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Date:
November 9, 2016
EXHIBIT INDEX
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Exhibit No.
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Description
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Press
Release dated November 9, 2016
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