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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event
Reported): December 1,
2018
001-35922
(Commission file number)
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
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Texas
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22-3755993
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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1250 Wood Branch Park Dr., Suite 400
Houston, Texas 77079
(Address of principal executive offices)
(855)
733-3826
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 1, 2018, the Board of Directors of
PEDEVCO Corp. (the “Company”,
“PEDEVCO”,
“we” and “us”) appointed Paul A. Pinkston as the Chief
Accounting Officer of the Company and Mr. Pinkston commenced
employment with the Company pursuant to the terms of an Offer
Letter, dated October 16, 2018, and effective December 1, 2018,
entered into by and between the Company and Mr. Pinkston (the
“Offer
Letter”). Also effective
on December 1, 2018, Mr. Pinkston shall serve as the
Company’s Principal Financial and Accounting Officer of the
Company, replacing Gregory L. Overholtzer, who continues to serve
as Chief Financial Officer of the Company.
Pursuant
to the Offer Letter, Mr. Pinkston agreed to serve as Chief
Accounting Officer of the Company on an at-will basis, the Company
agreed to pay Mr. Pinkston $11,666.67 per month, Mr. Pinkston is
eligible for an annual bonus in the discretion of the Board of
Directors of the Company totaling up to 30% of his then current
salary, Mr. Pinkston may also receive grants of restricted stock
and options in the Board of Directors’ sole discretion, and
Mr. Pinkston’s employment may be terminated by him or the
Company with 30 days prior written notice. In addition, subject to
the approval of the Board of Directors, Mr. Pinkston will be
granted 30,000 shares of the Company’s common stock under the
Company’s employee equity incentive plan, 50% of which shares
vest on Mr. Pinkston’s one (1) year anniversary of his
employment commencement date, and 50% of which shares vest on Mr.
Pinkston’s two (2) year anniversary of his employment
commencement date, subject to Mr. Pinkston’s continued
service with the Company and the terms of a Board-approved
restricted stock purchase agreement to be entered into between Mr.
Pinkston and the Company, which shares have not yet been granted to
Mr. Pinkston, but are planned to be granted shortly after the
filing of this report.
The
Offer Letter contains standard confidentiality provisions and a
standard a non-solicitation provision prohibiting him from inducing
or attempting to induce any employee of the Company from leaving
their employment with the Company and/or attempting to induce any
consultant, service provider, customer or business relation of the
Company from terminating their relationship with the Company during
the term of his employment and for one year
thereafter.
Other
than the Offer Letter, Mr. Pinkston is not a party to any material
plan, contract or arrangement (whether or not written) with the
Company and there are no arrangements or understandings between Mr.
Pinkston and any other person pursuant to which he was selected to
serve as an officer of the Company, nor is he a participant in any
related party transaction required to be reported pursuant to Item
404(a) of Regulation S-K. There are no family relationships between
Mr. Pinkston and any other officer or director of the
Company.
Biographical
information for Mr. Pinkston is provided below:
Paul A. Pinkston, Age 51
Mr.
Pinkston brings over 20 years of accounting, compliance, and
financial reporting expertise to the Company, with extensive
experience in handling and managing corporate compliance, financial
reporting and audits, and other regulatory functions for companies
engaged in the oil and gas industry in the U.S. Prior to joining
the Company, from August 2017 to February 2018, Mr. Pinkston served
as Corporate Controller and Secretary for Trecora Resources (NYSE:
TREC), a Sugar Land, Texas-based petrochemical manufacturing and
customer processing service company. Prior to joining Trecora
Resources, from May 2013 to June 2017, Mr. Pinkston served in
various roles of increasing authority and responsibility at Camber
Energy, Inc. (NYSE American: CEI), a Houston, Texas-based oil and
gas exploration and production company, including as Camber
Energy’s Chief Accounting Officer, Secretary and Treasurer
(August 2016 to June 2017), and as its Director of Financial
Reporting (May 2013 to August 2016). Before joining Camber Energy,
Mr. Pinkston served as a Senior Consultant with Sirius Solutions
LLLP, where he performed accounting, audit and finance consulting
services (January 2006 to May 2013), as a Corporate Auditor
performing internal audits for Baker Hughes, Inc. (January 2002 to
November 2005), and as a Senior Auditor, conducting public and
private audits, at Arthur Andersen LLP (from September 1998 to
November 2001).
Mr.
Pinkston received a Bachelor of Business Administration (Finance
and Marketing) degree from the University of Texas and earned a
Master of Business Administration (Accounting) degree from the
University of Houston. Mr. Pinkston is a Certified Public
Accountant registered in the State of Texas.
The foregoing description of the Offer Letter does
not purport to be complete and is qualified in its entirety by
reference to the Offer Letter, a copy of which is attached
as Exhibit
10.1 to this Current
Report on Form 8-K and incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Offer Letter with Paul A. Pinkston as Chief Accounting Officer,
dated October 16, 2018
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* Filed herewith.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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PEDEVCO CORP.
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Date: December
3, 2018
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By:
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/s/ Dr.
Simon Kukes
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Dr. Simon Kukes
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Chief
Executive Officer
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Exhibit Index
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Exhibit
No.
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Description
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Offer
Letter with Paul A. Pinkston as Chief Accounting Officer, dated
October 16, 2018
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*
Filed herewith.
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