PEDEVCO CORP. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by PEDEVCO CORP. on July 3, 2018. The filing reports on a significant corporate event occurring on the same date involving the conversion of preferred stock and a subsequent change in control.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on equity transactions and ownership structure changes.
Material Changes
- Preferred Stock Conversion: On July 3, 2018, SK Energy LLC converted all 66,625 outstanding shares of Series A Convertible Preferred Stock into 6,662,500 shares of common stock.
- Ownership Shift: The conversion resulted in SK Energy holding 45.8% of the Company's then-outstanding common stock. Combined with 600,000 shares previously issued in 2017, SK Energy's total ownership reached 49.9%.
- Change of Control: The transaction was deemed a change of control under NYSE American rules. SK Energy is wholly-owned and controlled by Dr. Simon Kukes.
- Regulatory Amendment: Prior to conversion, the Company amended its Certificate of Designations to remove a 9.9% beneficial ownership restriction that previously limited conversions.
Guidance, Outlook, and Risks
The filing does not contain management commentary on future guidance, outlook, or specific operational risks. The transaction was executed under an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as no commission was paid for the exchange.
Investor Verification Checklist
- Verify the total number of outstanding common shares post-conversion (approximately 14,541,254).
- Confirm the exact ownership percentage of SK Energy LLC (49.9%) and its relationship to Dr. Simon Kukes.
- Review the impact of the change of control on the Company's listing status on NYSE American.
- Examine the terms of the $7.7 million promissory note from June 25, 2017, referenced in the ownership calculation.