PEDEVCO Amends 10-K/A for Tax Error, Ineffective Controls

TL;DR

**PEDEVCO's repeated restatements and ineffective controls are a red flag; steer clear until they get their books in order.**

AI Summary

PEDEVCO Corp. filed Amendment No. 3 to its 2024 Form 10-K/A on October 31, 2025, primarily to correct an administrative error in Marcum LLP's audit report regarding the restatement of financial statements. The amendment clarifies that the 2024, 2023, and 2022 financial statements were restated, not just 2023 and 2022 as previously stated. This restatement was necessitated by an error in accounting for prior period net operating losses, which led to an overstatement of the Company's tax benefit and deferred income tax account for the fiscal year ended December 31, 2024. Additionally, the company previously restated its 2023 and 2022 financial statements due to an overstatement of depletion expense related to oil and gas properties. The filing also includes updated disclosures for oil and gas producing activities, such as new tables for production, well summaries, drilling activity, and expanded discussions on reserve estimation technologies and proved reserve reconciliations. The company's disclosure controls and procedures remained ineffective as of December 31, 2024, due to unremedied material weaknesses and an additional material weakness related to the tax provision error.

Why It Matters

This 10-K/A filing is critical for investors as it highlights persistent financial reporting issues at PEDEVCO Corp., specifically an overstatement of tax benefits and deferred income tax for 2024, and prior overstatements of depletion expense for 2023 and 2022. The repeated restatements and the declaration of ineffective internal controls as of December 31, 2024, signal significant operational and governance risks. This lack of reliable financial data can erode investor confidence, impact stock valuation (PED's market value was approximately $23,784,416 as of June 30, 2024), and make it challenging for the company to compete effectively in the oil and natural gas industry against more financially transparent peers.

Risk Assessment

Risk Level: high — The risk level is high due to multiple restatements of financial statements for 2024, 2023, and 2022, indicating systemic accounting issues. Specifically, an overstatement of tax benefit and deferred income tax for 2024 and an overstatement of depletion expense in prior periods demonstrate a lack of financial accuracy. Furthermore, the company explicitly states that its disclosure controls and procedures remained ineffective as of December 31, 2024, with an additional material weakness identified, which significantly increases the risk of future financial misstatements.

Analyst Insight

Investors should exercise extreme caution and consider avoiding PEDEVCO Corp. stock until the company demonstrates a sustained period of accurate financial reporting and remediation of its material weaknesses in internal controls. Potential investors should demand clear evidence of improved financial governance and a stable audit opinion before considering any investment.

Key Numbers

• $23.8M — Market Value of Non-Affiliate Equity (Approximate market value as of June 30, 2024, based on a closing price of $0.9046, indicating the company's relatively small size and potential volatility.)
• 91.3M — Shares Outstanding (91,339,385 shares of common stock outstanding as of March 28, 2025, providing context for per-share metrics.)
• 3 — Number of Amendments (This is Amendment No. 3 to the 2024 Form 10-K, highlighting repeated revisions to the annual report.)
• 3 — Years of Restated Financials (Financial statements for 2024, 2023, and 2022 were restated, indicating pervasive accounting issues.)

Key Players & Entities

• PEDEVCO Corp. (company) — Registrant filing the 10-K/A
• Marcum LLP (company) — Former independent registered public accounting firm for PEDEVCO Corp.
• SEC (regulator) — Securities and Exchange Commission
• $23,784,416 (dollar_amount) — Aggregate market value of voting and non-voting common equity held by non-affiliates as of June 30, 2024
• Audit Committee (company) — Committee of PEDEVCO's Board of Directors responsible for financial oversight
• Board of Directors (company) — Governing body of PEDEVCO Corp.
• Houston, Texas (location) — Location of PEDEVCO's principal executive offices and Marcum LLP

FAQ

Risk Factors

• Restatement of Financial Statements [high — financial]: PEDEVCO Corp. has restated its financial statements for 2024, 2023, and 2022 due to accounting errors. The primary error involved the accounting for prior period net operating losses, leading to an overstatement of the tax benefit and deferred income tax account for fiscal year 2024. Previously, the company restated 2023 and 2022 financials for an overstatement of depletion expense.
• Material Weaknesses in Internal Controls [high — financial]: Disclosure controls and procedures remained ineffective as of December 31, 2024, due to unremedied material weaknesses. An additional material weakness was identified related to the tax provision error that necessitated the restatements.
• Dependence on Oil and Gas Operations [medium — operational]: The company's operations are primarily focused on oil and gas producing activities. Fluctuations in commodity prices, production levels, and regulatory changes in the energy sector can significantly impact financial performance and future prospects.
• Accounting and Reporting Compliance [medium — regulatory]: The repeated restatements and identification of material weaknesses highlight potential deficiencies in accounting processes and internal controls. This could lead to increased scrutiny from regulators and potential penalties.

Industry Context

PEDEVCO operates within the oil and gas exploration and production sector. This industry is characterized by significant capital intensity, price volatility of commodities (oil and natural gas), and evolving regulatory landscapes. Companies in this sector face ongoing challenges related to reserve management, production efficiency, and environmental compliance.

Regulatory Implications

The repeated financial restatements and the identification of material weaknesses in internal controls by PEDEVCO could attract increased scrutiny from the SEC and other regulatory bodies. This may lead to further investigations, potential fines, or mandated improvements in financial reporting and compliance processes.

What Investors Should Do

1. Review Restated Financials Carefully
2. Monitor Internal Control Remediation
3. Evaluate Oil and Gas Operations Disclosures

Key Dates

• 2025-10-31: Filing of Amendment No. 3 to Form 10-K/A — Corrects an administrative error in the auditor's report regarding the scope of restated financial statements (now including 2024).
• 2025-10-29: Filing of Amendment No. 2 to Form 10-K — Amended the original 10-K to include restated financial statements for 2024, 2023, and 2022, addressing accounting errors.
• 2025-10-27: Audit Committee Conclusion on Restatement — Determined that previously issued financial statements for the year ended December 31, 2024, should no longer be relied upon due to an error in accounting for net operating losses.
• 2025-05-12: Filing of Amendment No. 1 to Form 10-K — First amendment to the original 2024 Form 10-K.
• 2025-03-31: Original Form 10-K Filing — Initial annual report filing for the fiscal year ended December 31, 2024.

Glossary

Form 10-K/A

An amendment to a company's annual report on Form 10-K, used to correct or update previously filed information. (This filing is an amendment to PEDEVCO's 2024 annual report, indicating necessary corrections to the original filing.)

Restatement

The process of correcting previously issued financial statements that were found to be materially misstated. (PEDEVCO has restated its financial statements for multiple years due to accounting errors, highlighting significant financial reporting issues.)

Net Operating Losses (NOLs)

The excess of a company's allowable tax deductions over its taxable income in a given tax year, which can often be carried forward to offset future taxable income. (An error in accounting for prior period NOLs led to the restatement of PEDEVCO's financial statements.)

Tax Provision

The amount of income tax expense reported on a company's income statement, including current and deferred tax liabilities. (The error in calculating the tax provision for prior period NOLs was a primary driver for the financial statement restatement.)

Deferred Income Tax Account

An account on the balance sheet that represents the future tax consequences of temporary differences between the book value of assets and liabilities and their tax bases. (This account was overstated due to the accounting error related to net operating losses.)

Depletion Expense

An accounting charge that reflects the reduction in the value of natural resources (like oil and gas) as they are extracted. (An overstatement of depletion expense was the reason for the prior restatement of the 2023 and 2022 financial statements.)

Material Weakness

A deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. (PEDEVCO has identified material weaknesses in its internal controls, contributing to ineffective disclosure controls and procedures.)

Year-Over-Year Comparison

This filing, Amendment No. 3 to the 2024 10-K, primarily serves to correct an administrative error in the auditor's report, clarifying that the 2024 financial statements were also restated, in addition to the previously disclosed restatements for 2023 and 2022. This indicates a pervasive issue with accounting for prior period net operating losses and depletion expense. Furthermore, the company continues to report ineffective disclosure controls and procedures due to material weaknesses, including a new one related to the tax provision error, underscoring ongoing financial reporting challenges.

Key Financial Figures

• $0.001 — ange on which registered Common Stock,$0.001 Par Value Per Share PED NYSE Americ
• $0.9046 — arter), based upon the closing price of $0.9046 on June 28, 2024, the last reported tra

Filing Documents

• ped_10ka.htm (10-K/A) — 2310KB
• ped_ex231.htm (EX-23.1) — 2KB
• ped_ex232.htm (EX-23.2) — 6KB
• ped_ex311.htm (EX-31.1) — 10KB
• ped_ex312.htm (EX-31.2) — 10KB
• ped_ex321.htm (EX-32.1) — 4KB
• ped_ex322.htm (EX-32.2) — 4KB
• ped_10kaimg11.jpg (GRAPHIC) — 121KB
• ped_10kaimg9.jpg (GRAPHIC) — 29KB
• ped_10kaimg8.jpg (GRAPHIC) — 45KB
• ped_10kaimg7.jpg (GRAPHIC) — 6KB
• ped_10kaimg10.jpg (GRAPHIC) — 57KB
• ped_ex232img2.jpg (GRAPHIC) — 3KB
• 0001654954-25-012381.txt ( ) — 7923KB
• ped-20241231.xsd (EX-101.SCH) — 54KB
• ped-20241231_lab.xml (EX-101.LAB) — 316KB
• ped-20241231_cal.xml (EX-101.CAL) — 49KB
• ped-20241231_pre.xml (EX-101.PRE) — 272KB
• ped-20241231_def.xml (EX-101.DEF) — 135KB
• ped_10ka_htm.xml (XML) — 979KB

Business

Business 11 Item 1A.

Risk Factors

Risk Factors 40 Item 1B. Unresolved Staff Comments 75 Item 1C. Cybersecurity 75 Item 2.

Properties

Properties 76 Item 3.

Legal Proceedings

Legal Proceedings 76 Item 4. Mine Safety Disclosures 76 PART II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 77 Item 6. [Reserved] 77 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 78 Item 7A. Quantitative and Qualitative Disclosure About Market Risk 86 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 87 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 122 Item 9A.

Controls and Procedures

Controls and Procedures 122 Item 9B. Other Information 123 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 123 PART III Item 10. Directors, Executive Officers and Corporate Governance 124 Item 11.

Executive Compensation

Executive Compensation 135 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 146 Item 13. Certain Relationships and Related Transactions, and Director Independence 148 Item 14. Principal Accounting Fees and Services 149 PART IV Item 15. Exhibits and Financial Statement Schedules 151 Item 16. Form 10-K/A Summary 154 2 Table of Contents EXPLANATORY NOTE PEDEVCO Corp. (" we ," " us ," " PEDEVCO " or the " Company ") is filing this Amendment No. 3 on Form 10-K/A (the " Form 10-K/A " or " Amendment No. 3 ") to amend and restate certain items in Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the " SEC ") on October 29, 2025 (" Amendment No. 2 "), which amended the original Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2025, as amended by Amendment No. 1 thereto, filed with the SEC on May 12, 2025 (as amended through Amendment No. 1 thereof, the " Original Form 10-K "). This Amendment is being filed for the purpose of correcting the Report of Marcum llp included in Amendment No. 2 (the "Report") to correct the administrative error related to the second paragraph of such Report which should have referred to the restatement of the 2024, 2023 and 2022 financial statements of the Company, and which Amendment No. 2 incorrectly referred only to the 2023 and 2022 financial statements. As previously disclosed in the Current Report on Form 8-K filed with the SEC on October 29, 2025, on October 27, 2025, the Audit Committee (the " Audit Committee ") of the Board of Directors (the " Board ") of the Company, after discussion with the Company's former independent registered public accounting firm, Marcum LLP (" Marcum "), concluded that the Company's previously issued audited financial statements as of and for the fiscal year ended December 31, 2024 (the " Affected Period "), originally included in t

, Item 1, "Business,"

Part I, Item 1, "Business,"

, Item 1A, "Risk Factors,"

Part I, Item 1A, "Risk Factors,"

, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations,"

Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations,"

, Item 8, "Financial Statements and Supplementary Data,"

Part II, Item 8, "Financial Statements and Supplementary Data,"

, Item 9A, "Controls and Procedures," and

Part II, Item 9A, "Controls and Procedures," and

, Item 15. Exhibits and Financial Statement Schedules

Part IV, Item 15. Exhibits and Financial Statement Schedules. This Amendment No. 3 is presented as of the filing date of the Original Form 10-K, does not reflect events occurring after that date, and does not modify or update disclosures in any way other than as required to reflect the restatement of the Affected Period and to address the items discussed above. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Unless the context otherwise requires, references to our "Annual Report on Form 10-K" herein refer to this Amendment No. 2. In accordance with applicable SEC rules, this Amendment No. 3 includes an updated signature page and certifications of the Company's Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2 and 32.1 and 32.2, as required by Rule 12b-15. This Amendment No. 3 also contains an updated audit report in Part II, Item 8. 4 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this " Report " or " Annual Report ") includes forward-looking statements within the meaning of the federal securities laws, including The Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the words " believes, " " expects, " " anticipates, " " intends, " " projects, " " estimates, " " plans, " " may, " and similar expressions or future or conditional verbs such as " should ", " would ", and " could " are generally forward-looking in nature and not historical facts. Forward-looking statements which are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this Report, regarding our strategy, fu

Forward-looking statements may include statements about

Forward-looking statements may include statements about: our business strategy; our reserves; our technology; our cash flows and liquidity; our financial strategy, budget, projections and operating results; oil and natural gas realized prices; timing and amount of future production of oil and natural gas; the availability of oil field labor; the amount, nature and timing of capital expenditures, including future exploration and development costs; drilling of wells; government regulation and taxation of the oil and natural gas industry; changes in, and interpretations and enforcement of, environmental and other laws and other political and regulatory developments, including in particular additional permit scrutiny in Colorado; exploitation projects or property acquisitions; costs of exploiting and developing our properties and conducting other operations; general economic conditions in the United States and around the world, including the effect of regional or global health pandemics (such as, for example, the 2019 coronavirus (" COVID-19 ")), recent changes in inflation and interest rates, and risks of recessions, including as a result thereof; competition in the oil and natural gas industry; effectiveness of our risk management activities; environmental liabilities; counterparty credit risk; developments in oil-producing and natural gas-producing countries; political conditions in or affecting oil, NGLs and natural gas producing regions and/or pipelines, including in Eastern Europe, the Middle East and South America, for example, as experienced with the Russian invasion of the Ukraine in February 2022 and the current war in Israel, which conflicts are ongoing; our future operating results; future acquisition transactions; our estimated future reserves and the present value of such reserves; our plans, objectives, expectations and intentions contained in this Annual Report that are not historical; and those risks discussed under, or incorp

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