Current Report Filing (8-k)
06 Mars 2023 - 10:32PM
Edgar (US Regulatory)
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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): March 6,
2023
PEDEVCO
CORP.
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(Exact name of registrant as specified in its
charter)
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Texas
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001-35922
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22-3755993
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(State or other jurisdiction of
incorporation or organization)
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(Commission
file number)
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(IRS Employer
Identification No.)
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575 N. Dairy Ashford, Suite 210
Houston, Texas
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77079
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(Address of principal executive offices)
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(Zip Code)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock,$0.001 par value per share
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PED
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NYSE American
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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 35th 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* 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.
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.
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PEDEVCO CORP.
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Date: March 6, 2023
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By:
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/s/ Simon G. Kukes
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Simon G. Kukes
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Chief Executive Officer
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PEDEVCO (AMEX:PED)
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