PEDEVCO Corp. Files 8-K: Acquisition, Debt, Equity Sales
Ticker: PED · Form: 8-K · Filed: Nov 3, 2025 · CIK: 1141197
| Field | Detail |
|---|---|
| Company | Pedevco Corp (PED) |
| Form Type | 8-K |
| Filed Date | Nov 3, 2025 |
| Risk Level | medium |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $0.001, $10 million, $5.50, $15,409,977, $250,003 |
| Sentiment | neutral |
Sentiment: neutral
Topics: acquisition, debt, equity-sale, officer-changes
TL;DR
PEDEVCO just dropped an 8-K: acquisition done, new debt, sold some stock. Big moves!
AI Summary
On October 29, 2025, PEDEVCO Corp. entered into a material definitive agreement related to the completion of an acquisition. The company also disclosed the creation of a direct financial obligation and unregistered sales of equity securities. Additionally, there were material modifications to the rights of security holders and changes in officer appointments and compensatory arrangements.
Why It Matters
This 8-K filing indicates significant corporate actions including an acquisition, new debt, and equity issuance, which could impact the company's financial structure and shareholder value.
Risk Assessment
Risk Level: medium — The filing details an acquisition, new financial obligations, and equity sales, all of which carry inherent financial and operational risks.
Key Players & Entities
- PEDEVCO Corp. (company) — Filer of the 8-K
- 20251029 (date) — Period of report
- 20251103 (date) — Filing date
FAQ
What was the nature of the material definitive agreement entered into by PEDEVCO Corp. on October 29, 2025?
The filing indicates the agreement is related to the completion of an acquisition or disposition of assets.
What type of financial obligation did PEDEVCO Corp. create?
PEDEVCO Corp. created a direct financial obligation or an obligation under an off-balance sheet arrangement.
Were there any unregistered sales of equity securities by PEDEVCO Corp.?
Yes, the filing explicitly mentions unregistered sales of equity securities.
What changes were made regarding PEDEVCO Corp.'s officers and directors?
The filing notes the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements for certain officers.
What is PEDEVCO Corp.'s Standard Industrial Classification (SIC) code and what does it represent?
PEDEVCO Corp.'s SIC code is 1311, which corresponds to Crude Petroleum & Natural Gas.
Filing Stats: 4,669 words · 19 min read · ~16 pages · Grade level 18.4 · Accepted 2025-11-03 08:23:58
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value per share PED NYSE Americ
- $10 million — uest underwritten offerings of at least $10 million of registrable securities, with underwr
- $5.50 — hares "), at a price per share equal to $5.50 per share (the " Purchase Price "), pur
- $15,409,977 — of PEDEVCO is trustee and beneficiary ($15,409,977); (b) American Resources, Inc., an enti
- $250,003 — cer, President and member of the Board ($250,003); (c) Clark R. Moore, the Executive Vic
- $25,003 — neral Counsel and Secretary of PEDEVCO ($25,003); (d) John J. Scelfo Revocable Trust Da
- $550,000 — the Board, is trustee and beneficiary ($550,000); (f) Jody D. Crook, the Chief Commerci
- $18,550,004 — r Capital Advisors, L.P. (" Juniper ") ($18,550,004); (h) Reagan T. Dukes, the then Chief E
- $52,503 — ing (as discussed below in Item 5.02 ) ($52,503) and (i) Robert J. Long, the then Chief
- $35,000,004 — d concurrently with the Mergers and the $35,000,004 of net proceeds raised by the Company p
Filing Documents
- ped_8k.htm (8-K) — 182KB
- ped_ex21.htm (EX-2.1) — 597KB
- ped_ex31.htm (EX-3.1) — 85KB
- ped_ex32.htm (EX-3.2) — 97KB
- ped_ex101.htm (EX-10.1) — 401KB
- ped_ex102.htm (EX-10.2) — 220KB
- ped_ex103.htm (EX-10.3) — 111KB
- ped_ex104.htm (EX-10.4) — 879KB
- ped_ex107.htm (EX-10.7) — 7KB
- ped_ex1010.htm (EX-10.10) — 39KB
- ped_ex1011.htm (EX-10.11) — 41KB
- ped_ex1012.htm (EX-10.12) — 36KB
- ped_ex1013.htm (EX-10.13) — 43KB
- ped_ex1014.htm (EX-10.14) — 43KB
- ped_ex991.htm (EX-99.1) — 28KB
- ped_ex992.htm (EX-99.2) — 8KB
- ped_ex992img18.jpg (GRAPHIC) — 147KB
- ped_ex992img16.jpg (GRAPHIC) — 265KB
- ped_ex992img15.jpg (GRAPHIC) — 114KB
- ped_ex992img19.jpg (GRAPHIC) — 119KB
- ped_ex992img20.jpg (GRAPHIC) — 179KB
- ped_ex992img21.jpg (GRAPHIC) — 132KB
- ped_ex992img22.jpg (GRAPHIC) — 155KB
- ped_ex992img23.jpg (GRAPHIC) — 123KB
- ped_ex992img24.jpg (GRAPHIC) — 115KB
- ped_ex992img25.jpg (GRAPHIC) — 27KB
- ped_ex1015img2.jpg (GRAPHIC) — 4KB
- ped_ex1015img1.jpg (GRAPHIC) — 4KB
- ped_ex1014img2.jpg (GRAPHIC) — 4KB
- ped_ex1014img1.jpg (GRAPHIC) — 4KB
- ped_ex992img28.jpg (GRAPHIC) — 132KB
- ped_ex992img27.jpg (GRAPHIC) — 136KB
- ped_ex992img26.jpg (GRAPHIC) — 102KB
- ped_ex992img17.jpg (GRAPHIC) — 27KB
- 0001654954-25-012450.txt ( ) — 6016KB
- ped-20251029.xsd (EX-101.SCH) — 5KB
- ped-20251029_lab.xml (EX-101.LAB) — 15KB
- ped-20251029_cal.xml (EX-101.CAL) — 1KB
- ped-20251029_pre.xml (EX-101.PRE) — 9KB
- ped-20251029_def.xml (EX-101.DEF) — 2KB
- ped_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On October 31, 2025 (the " Closing Date "), PEDEVCO Corp., a Texas corporation (the " Company ", " PEDEVCO ", " we " and " us "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), with NP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (" First Merger Sub "), COG Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (" Second Merger Sub, " and together with First Merger Sub, the " Merger Subs "), North Peak Oil & Gas, LLC, a Delaware limited liability company (" NPOG "), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (" COG, " and together with NPOG, the " Acquired Companies "), and, solely for purposes of the specified provisions therein, North Peak Oil & Gas Holdings, LLC, a Delaware limited partnership (" North Peak "). Pursuant to the Merger Agreement, at the Effective Time (as defined below) of the Mergers (as defined below), (a) First Merger Sub merged with and into NPOG, with NPOG being the surviving entity and a wholly owned subsidiary of PEDEVCO and (b) Second Merger Sub merged with and into COG, with COG being the surviving entity and a wholly owned subsidiary of PEDEVCO (clauses (a) and (b), together, the " Mergers ").