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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): August 31, 2018
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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1250 Wood Branch Park Dr., Suite 400
Houston, Texas 77079
(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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[
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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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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. ☐
EXPLANATORY NOTE
On September 4, 2018, PEDEVCO Corp. (the “Company”)
filed a Current Report on Form 8-K (the
“Original
Report”) to report, among
other things, the closing of the Company’s acquisition from
Hunter Oil Production Corp. (“Hunter
Oil”) of approximately
23,000 net leasehold acres, current operated production, and all of
Hunter Oil’s leases and related rights, oil and gas and other
wells, equipment, easements, contract rights, and production
(effective as of the September 1, 2018 effective date) located in
the San Andres play in the Permian Basin situated in west Texas and
eastern New Mexico, and all of the stock of Hunter Oil’s
operating subsidiaries, Ridgeway Arizona Oil Corp., an Arizona
corporation, and EOR Operating Company, a Texas corporation
(collectively, the “Permian Basin
Asset” and the
“Oil and Gas Properties
Acquired”). At that time,
the Company stated in the Original Report that it intended to file
the required financial statements and pro forma financial
information associated with the acquisition within 71 days from the
date that such Original Report was required to be filed. By this
Amendment No. 1 to the Original Report, the Company is amending and
restating Item 9.01
thereof to include the required
financial statements and pro forma financial
information. This Current Report on Form 8-K does not
amend or modify the Original Report, except as to
Item
9.01.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The (i)
Audited Financial Statements of Oil and Gas Properties Acquired for
the Years Ended December 31, 2017 and 2016, and the notes thereto, and (ii) the
Combined Financial Statements of Oil and Gas Properties Acquired
for the Six Months Ended June 30, 2018 (Unaudited), and the notes
thereto, including the related report of the independent registered
public accounting firm, are filed as Exhibit 99.1 to this Form
8-K/A.
(b) Pro Forma Financial Information.
The (i)
Unaudited Pro Forma Combined Financial Statements of PEDEVCO Corp.
for the years ended December 31, 2017 and 2016, and (ii) Unaudited
Pro Forma Financial Statements for the six months ended June 30,
2018, are filed as Exhibit
99.2 to this Form 8-K/A.
(d) Exhibits.
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Exhibit
No.
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Description
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Consent of Dale Matheson Carr-Hilton Labonte LLP
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Consent of Cawley, Gillespie & Associates, Inc.
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Audited Financial Statements of Oil and Gas Properties Acquired for
the Years Ended December 31, 2017 and 2016, and the notes thereto, and the Combined Financial
Statements of Oil and Gas Properties Acquired for the Six Months
Ended June 30, 2018 (Unaudited), and the notes thereto, including
the related report of the independent registered public accounting
firm.
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Unaudited Pro Forma Combined Financial
Information
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Reserve Report prepared by Cawley, Gillespie & Associates,
Inc.
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* Filed
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.
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PEDEVCO CORP.
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By:
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/s/ Dr. Simon Kukes
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Dr. Simon Kukes
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Chief
Executive Officer
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Date: November
14, 2018
EXHIBIT INDEX
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Exhibit
No.
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Description
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Consent of Dale Matheson Carr-Hilton Labonte LLP
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Consent of Cawley, Gillespie & Associates, Inc.
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Audited Financial Statements of Oil and Gas Properties Acquired for
the Years Ended December 31, 2017 and 2016, and the notes thereto, and the Combined Financial
Statements of Oil and Gas Properties Acquired for the Six Months
Ended June 30, 2018 (Unaudited), and the notes thereto, including
the related report of the independent registered public accounting
firm.
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Unaudited Pro Forma Combined Financial
Information
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Reserve Report prepared by Cawley, Gillespie & Associates,
Inc.
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* Filed
herewith.