PEDEVCO CORP. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by PEDEVCO CORP. on September 29, 2016. The filing reports the entry into a Material Definitive Agreement regarding a potential equity offering.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures. The primary financial metric disclosed is the potential capital raise:
- Maximum Offering Size: Up to $2,000,000 in aggregate offering price.
- Security Type: Common stock, $0.001 par value per share.
- Underwriter Commission: 3.0% of the gross sales price of shares sold.
- Legal Fee Reimbursement: Up to $30,000 payable in three installments ($10,000 at signing, $10,000 at 30 days, and up to $10,000 at 60 days).
Material Changes
On September 29, 2016, the Company entered into an At Market Issuance Sales Agreement with National Securities Corporation (NSC), a subsidiary of National Holdings Corporation. This agreement allows the Company to sell shares through an "at the market" offering on the NYSE MKT or other trading markets. A prospectus supplement was filed under an existing shelf registration statement (File No. 333-191869) effective since November 5, 2013.
Guidance, Outlook, and Risks
Use of Proceeds: Net proceeds, if any, are intended to fund development, working capital, and general corporate purposes.
Management Commentary and Risks:
- The Company is not obligated to sell any shares under the agreement.
- No assurance is given that any shares will be sold, nor regarding the price, amount, or timing of any potential sales.
- The Company or NSC may suspend or terminate the offering upon notice.
- NSC acts as a sales agent on a commercially reasonable efforts basis.
Investor Verification Checklist
- Verify the current trading price of PEDEVCO CORP. common stock to assess potential dilution from the $2,000,000 offering.
- Confirm the status of the existing shelf registration statement (File No. 333-191869).
- Review the Company's most recent 10-K or 10-Q to understand current liquidity needs and cash position relative to the proposed offering.
- Monitor future filings to determine if and when shares are actually sold under this agreement.