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Actionable news in PED: PEDEVCO Corp,

Securities to be offered to employees in employee benefit plans

Registration No. 333-_______

(Exact name of registrant as specified in its charter)

4125 Blackhawk Plaza Circle, Suite 201

Danville, California 94506

(Address of principal executive offices)

PEDEVCO Corp. 2012 Equity Incentive Plan (as amended)

(Full title of the plans)

Danville, California 94506

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Indicate by check mark ( R ) whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “ large accelerated filer, ” “ accelerated filer ” and “ smaller reporting company ” in Rule 12b-2 of the Exchange Act. (Check one):

PEDEVCO Corp. (the “ Registrant ”) previously filed a Registration Statement on Form S-8 on October 31, 2013 (File No. 333-192002)(the “ First Prior Registration Statement ”), relating to the Registrant’s 2012 Equity Incentive Plan (the “ 2012 Plan ”), the Pacific Energy Development Corp. 2012 Equity Incentive Plan (the “ 2012 PEDCO Plan ”) and certain options granted pursuant to written stock option agreements (the “ Option Agreements ”). Under the First Prior Registration Statement, the Registrant registered an aggregate of 2,118,386 shares of common stock, par value $0.001 per share (“ Common Stock ”) to be offered and sold under the 2012 Plan, the 2012 PEDCO Plan or the Option Agreements, as applicable.

Additionally, the Registrant previously filed a Registration Statement on Form S-8 on December 19, 2014 (File No. 333-201098)(the “ Second Prior Registration Statement ” and together with the First Prior Registration Statement, the “ Prior Registration Statements ”), relating to the registration of (a) an additional 3,255,000 shares of Common Stock reserved for future issuance under the 2012 Plan; (b) 1,670,000 restricted shares of Common Stock previously issued under the 2012 Plan; and (c) 175,000 shares of Common Stock issuable upon the exercise of outstanding options granted under the 2012 Plan.

This Registration Statement relates to securities of the same class as to which the Prior Registration Statements relate. As such, and as permitted by Instruction E of Form S-8, the contents of the First Prior Registrant Statement filed by the Registrant on Form S-8 on October 31, 2013, is incorporated herein by reference and made a part of this Registration Statement, except for Items 3, 7, 8 and 9 of Part II which are being updated by this Registration Statement. In addition, all exhibits required by General Instruction E of Form S-8 are filed as exhibits hereto.

The Board of Directors of the Registrant approved an amendment (the “ Amendment ”) to the 2012 Equity Incentive Plan of the Registrant on July 27, 2015 to increase the number of shares available for the grant of awards under the 2012 Equity Incentive Plan by 3,000,000 shares. The Amendment was subject to stockholder approval. On October 7, 2015, the Amendment was approved by stockholders at the Registrant’s annual meeting of stockholders. The Registrant has filed this Registration Statement to register under the Securities Act of 1933, as amended, an additional 3,000,000 shares of Common Stock reserved for future issuance under the 2012 Plan, the offer and sale of which are being registered herein.

We have filed the following documents with the Securities and Exchange Commission (the “ Commission ”), each of which is incorporated herein by reference:

(a) Our Annual Report on Form 10-K for the fiscal year...


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