PEDEVCO CORP. Form 8-K Summary
Business Context and Reporting Period
This Current Report (Form 8-K) was filed on September 5, 2013, by PEDEVCO CORP. The filing details corporate governance changes and equity issuances in preparation for the anticipated listing of the Company's common stock on the NYSE MKT, expected to occur on or about September 10, 2013.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The only financial data disclosed relates to director compensation:
- Restricted Stock Grants: Two new directors will receive restricted stock valued at $60,000 each, calculated based on the closing sales price on the listing date.
- Cash Compensation: New directors will receive $5,000 per calendar quarter for board service.
Material Changes
The filing reports significant changes to the Board of Directors effective immediately prior to the NYSE MKT listing:
- Resignations: Michael L. Peterson and Jamie Tseng resigned from the Board of Directors. Neither resignation resulted from a disagreement with the Company regarding operations, policies, or practices. Both individuals will retain their executive roles (CFO/Executive VP and Senior VP/Managing Director, respectively).
- Appointments: David C. Crikelair and Elizabeth P. Smith were appointed as independent directors to replace the resigning members.
- Independence: These appointments ensure that a majority of the Board consists of independent directors, satisfying NYSE MKT listing requirements.
Outlook, Risks, and Unusual Items
Management Commentary and Governance: The Board adopted charters for the Audit, Compensation, and Nominating and Corporate Governance committees. Mr. Crikelair, an "audit committee financial expert" with over 40 years of energy industry experience, will chair the Audit Committee. Ms. Smith, with over 30 years of experience in investor relations and compliance, will chair the Nominating and Corporate Governance Committee and the Compensation Committee.
Unregistered Sales: The Company plans to issue restricted common stock to the new directors under the 2012 Equity Incentive Plan. The Company claims an exemption from registration under Section 4(2) of the Securities Act of 1933, citing that the transactions do not involve a public offering and are for investment purposes only.
Investor Verification Checklist
- Verify the actual listing date and opening stock price on the NYSE MKT to calculate the exact number of shares issued to new directors.
- Confirm the continued employment status and roles of Michael L. Peterson and Jamie Tseng post-resignation from the Board.
- Review the attached committee charters (Exhibits 99.1, 99.2, 99.3) for specific governance policies.
- Monitor future filings for the first audited financial statements required by the new exchange listing status.