What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-29 compared with 2022-03-11 · 155 added, 269 removed, 704 unchanged (38% of the section changed)

17 unchanged sentences

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2022 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

As a result of COVID-19, some members of our workforce began operating primarily in a work from home environment starting in April 2020, and several continue to work from home on a full or part-time basis as of the date of this Report.

As a result of COVID-19, some members of our workforce began operating primarily in a work from home environment starting in April 2020, and several continue to work from home on a part-time basis as of the date of this filing.

While pre-existing controls were not specifically designed to operate in our current work from home operating environment, we don’t believe that such work from home actions have had a material adverse effect on our internal controls over financial reporting.

13 unchanged sentences

OTHER INFORMATION.

Because this Annual Report on Form 10-K is being filed within four business days from the date of the reportable events, we have elected to make the following disclosures in this Annual Report on Form 10-K instead of in a Current Report on Form 8-K under Item 1.02 :

Item 1.02 Termination of a Material Definitive Agreement

Effective November 8, 2019, the Company entered into an Advisory Agreement and Restricted Shares Grant Agreement with Viktor Tkachev, previously a greater than 10% shareholder of the Company (who acquired $12 million of shares of common stock on September 17, 2019), under which Mr.

Tkachev agreed to provide strategic planning and business development services, and pursuant to which 100,000 shares of restricted common stock were awarded to Mr.

Tkachev under the Company’s Amended and Restated 2012 Equity Incentive Plan (the “ Plan ”), vesting in full on the six-month anniversary of the grant date, subject to his continued service with the Company, in consideration for advisory services to be provided by Mr.

Tkachev to the Company.

The Advisory Agreement contains customary confidentiality, indemnification and no conflict language, and unless terminated by the Company or the advisor with 15 days prior written notice for any reason, the Advisory Agreement has an indefinite term.

The Advisory Agreement was terminated on March 10, 2022.

No early termination penalties were incurred by the Company.

Effective November 8, 2019, the Company entered into an Advisory Agreement with Ivar Siem, a member of the Board of Directors, pursuant to which the 50,000 restricted shares of common stock previously awarded to Mr.

Siem on August 28, 2019 under the Plan became fully vested on July 12, 2020.

The Advisory Agreement contains customary confidentiality, indemnification and no conflict language;

and, unless terminated by the Company or the advisor with 15 days prior written notice for any reason, the Advisory Agreement has an indefinite term.

The Advisory Agreement was terminated on March 10, 2022.

No early termination penalties were incurred by the Company.

Not applicable

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

27 unchanged sentences

Simon Kukes, Chief Executive Officer and Director (Chief Executive and Director since July 2018)

Simon Kukes is a globally renowned consultant for oil and gas businesses in both the United States and Russia.

Holding various positions over the years, Kukes has served as the principal of his personal investment company, SK Energy LLC, since April 2013.

From January 2005 to April 2013, Kukes was the CEO at Samara-Nafta, a Russian oil company that partnered with US-based international oil company, Hess Corporation.

He was also the President and Chief Executive of Tyumen Oil Company (TNK) from 1998 until it combined with British Petroleum in 2003 to create TNK-BP.

Following his time at TNK, Kukes joined Yukos Oil Company in Moscow presiding as the CEO and Chairman.

From 1979 to 1986 he was the Technical Director of oil-refining and petro-chemistry for Phillips Petroleum and in 1986 joined Amoco and in 1993 became Vice-President over marketing and business development for Amoco.

Since October 2014, Kukes has served on the board of directors of Leverate Technological Trading Ltd., an Israel-based technology and services provider in the brokerage industry, since June 2014 he has served on the board of directors of Fletschhorn, a Swiss-based hotel and restaurant company, and since June 2018 he has served as chairman and member the board of directors of GLAMZ Ltd., a privately-held Israel-based beauty products and salon booking platform company in which he owns a controlling interest.

Kukes boasts several awards and achievements over his lifespan.

In 1999, the Wall Street Journal voted Kukes as one of the Top 10 Central European Executives.

He is also the recipient of the Medal of the Ministry for Natural Resources of the Russian Federation, as well as the American Society of Competition Development Award for Leadership.

In 2003, he was named by The Financial Times and PricewaterhouseCoopers as one of the 64 most respected business leaders in the world.

Kukes attended several prestigious universities all over the globe, receiving his Bachelor of Science in Chemical Engineering from the University for Chemical Technology in Moscow, where he graduated with Honors.

From there, he pursued his PhD in Physical Chemistry at the Academy of Sciences in Moscow, where he would later be a Research Associate for Nuclear and Electronic Resonance.

Kukes then attended Rice University in Houston, Texas, where he was a Postdoctoral Fellow.

Kukes has also served as an Adjunct Professor at the University of Delaware and on the Editorial Board of Fuel Magazine.

His commitment to the oil and gas industry has inspired Kukes to publish more than 60 scientific papers and two books on the oil and gas industry of Russia and the United States.

Kukes is also the holder of more than 130 patents, primarily in Oil and Petrochemical Processing.

Simon Kukes is a global investor and executive with over 40 years’ experience in the oil industry.

He served as the principal of his personal investment company, SK Energy LLC, from April 2013 until its dissolution in December 2022.

From January 2005 to April 2013, Dr.

Kukes was an investor and CEO of Samara-Nafta, a joint venture with the U.S.-based international oil company Hess Corporation, and from 2003 to 2004 he served as CEO and Chairman of Yukos Oil Company.

From 1998 until it combined with British Petroleum in 2003 to create TNK-BP, Dr.

Kukes served as Chief Executive of Tyumen Oil Company (TNK).

From 1979 to 1986 he served as Technical Director and Vice President of Business Development for Phillips Petroleum and Amoco.

Kukes (who is a dual citizen of the United States and Israel) currently serves on the board of directors and is an investor in numerous international companies, including Leverate Technological Trading Ltd., an Israel-based technology company and trading platform provider (since October 2014 and as Chairman for two years), Fletschhorn, a Swiss-based hotel and restaurant company (as Chairman since June 2014), and GLAMZ Ltd., a privately-held Israel-based booking platform for the beauty industry (as Chairman since June 2018).

In addition, from 1999 to 2007 Dr.

Kukes served on the board of directors of global pharmaceutical company Amarin Corporation (Nasdaq:

AMRN), and from 2000 to 2003 on the board of directors of Tulsa, Oklahoma-based Parker Wellbore (formerly NYSE-listed Parker Drilling Company), a global provider of contract drilling and drilling-related services.

Kukes holds a Bachelor of Science in Chemical Engineering, a PhD in Physical Chemistry, and he attended Rice University in Houston, Texas, where he was a Postdoctoral Fellow.

Kukes has also served as an Adjunct Professor at the University of Delaware and on the Editorial Board of Fuel Magazine, and is also the holder of more than 130 U.S.

Kukes has been recognized for many of achievements over his lifetime, including being voted by the Wall Street Journal as one of the Top 10 Central European Executives in 1999, and named by The Financial Times and PricewaterhouseCoopers as one of the 64 most respected business leaders in the world in 2003.

Douglas Schick, President

58 unchanged sentences

Siem started his career at Amoco working as an engineer in various segments of upstream operations.

Siem is currently on the Board of Directors at Siem Industries, Inc., the Drillmar Energy Group of companies, and Petrolia Energy Corporation (OTCQB:

BBLS), and has served on the board of several privately held and publicly traded companies including Frupor SA, Avenir ASA, and DSND ASA.

Siem is currently on the Board of Directors at Siem Industries, Inc., the Drillmar Energy Group of companies, and Petrolia Energy Corporation, and has served on the board of several privately held and publicly traded companies including Frupor SA, Avenir ASA, and DSND ASA.

Siem Industries is a holding company which invests in shipping and offshore oil and gas construction services.

21 unchanged sentences

Other Directorships

Other than Mr.

Siem, who currently serves on the Board of Directors of Petrolia Energy Corporation, (OTCQB:

BBLS), no directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).

No directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).

Involvement in Certain Legal Proceedings

12 unchanged sentences

Our current leadership structure is comprised of a separate Chairman of the board of directors and Chief Executive Officer (“ CEO ”).

Scelfo serves as Chairman and Simon Kukes serves as CEO.

Scelfo serves as Chairman and Dr.

Simon Kukes serves as CEO.

The board of directors does not have a policy as to whether the Chairman should be an independent director, an affiliated director, or a member of management.

Our board of directors believes that the Company’s current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management (the Company’s CEO, Simon Kukes) and the members of our board of directors.

Kukes) and the members of our board of directors.

It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to its CEO, while enabling our Chairman to facilitate our board of directors’ oversight of management, promote communication between management and our board of directors, and support our board of directors’ consideration of key governance matters.

19 unchanged sentences

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

and Corporate

Douglas Evans

1 unchanged sentence

(1) - Chairman of the board of directors.

Each of these committees has the duties described below and operates under a charter that has been approved by our board of directors, which is incorporated by reference as an exhibit to this Annual Report and is posted on our website.

Each of these committees has the duties described below and operates under a charter that has been approved by our board of directors.

The Charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each incorporated by reference as Exhibits 99.4, 99.2 and 99.3, respectively, to this Annual Report and are posted on our website.

Our website address is http://www.PEDEVCO.com.

4 unchanged sentences

Scelfo is an “ audit committee financial expert ” as defined under Item 407(d)(5) of Regulation S-K of the Exchange Act.

The Audit Committee also has various other responsibilities including:

pre-approval of all audit and permitted non-audit and tax services that may be provided by the Company’s independent registered public accounting firm or by other accounting firms engaged by the Company;

reviewing the Company’s annual audited financial statements and quarterly financial statements, including the notes to such financial statements, the draft annual audit report and the accompanying “management’s discussion and analysis of financial condition and results of operations” with management and the independent registered public accounting firm prior to filing such financial statements with the SEC;

reviewing the Company’s earnings press releases with management and the Company’s independent registered public accounting firm prior to the public dissemination of such press releases;

meeting separately, and periodically, with the Company’s Chief Executive Officer and Chief Accounting Officer, members of the Company’s internal audit department and the Company’s independent registered public accounting firm to discuss the matters that are the subject of the Charter of the Audit Committee and, if appropriate, inviting some or all of such persons to applicable portions of Committee meetings;

reviewing with management and the Company’s independent registered public accounting firm the effectiveness of the Company’s internal control over financial reporting;

reviewing and approving the functions of the Company’s internal audit department, including its purpose, organization, responsibilities and performance;

reviewing with the Company’s counsel legal matters that may have a material impact on the Company’s financial statements;

reviewing and approving candidates for the positions of Chief Accounting Officer and Controller of the Company;

and reviewing and, if appropriate, approving proposed transactions between the Company and “related persons” as defined in Item 404 of SEC Regulation S-K, and developing policies and procedures for the review and approval of such transactions.

During the year ended December 31, 2022, the audit committee held four meetings.

Compensation Committee

The compensation committee reviews and approves (a) the annual salaries and other compensation of our executive officers, and (b) individual stock and stock option grants.

The compensation committee also provides assistance and recommendations with respect to our compensation policies and practices and assists with the administration of our compensation plans.

The Compensation Committee has various responsibilities including:

reviewing annually and approving the corporate objectives relevant to the compensation of all officers of the Company;

reviewing annually and determining, or recommending to the Board for determination, the salary, bonus and other non-equity based elements of total compensation for each officer;

reviewing annually, determining and awarding to officers any stock option grants and other discretionary awards under the Company’s stock option or other equity incentive plans that the Committee believes are appropriate;

approving (or recommending to the Board for determination) all special perquisites, special cash payments and other special compensation and benefit arrangements for officers;

considering the results of the most recent “say-on-pay” vote by the Company’s shareholders in connection with the Company’s annual meeting of shareholders;

preparing an annual report on executive compensation for inclusion in the Company’s annual proxy statement, if required by the rules and regulations of the SEC;

reviewing, and recommending to the Board for determination, the compensation for non-employee directors;

granting stock options and other discretionary awards under the Company’s stock option or other equity incentive plans to eligible individuals in the Company’s service who are not officers;

and approving (or recommending to the Board for determination) any employment or severance agreements for officers.

Scelfo serves as Chair of the compensation committee.

During the year ended December 31, 2021, the compensation committee held three meetings.

During the year ended December 31, 2022, the compensation committee held one meeting.

Nominating and Corporate Governance Committee

10 unchanged sentences

The nominating and governance committee’s evaluation of candidates recommended by shareholders does not differ materially from its evaluation of candidates recommended from other sources.

The Committee will consider candidates recommended by shareholders if the information relating to such candidates are properly submitted in writing to the Secretary of the Company in accordance with the manner described for shareholder proposals under “ Stockholder Proposals for 2022 Annual Meeting of Stockholders and 2022 Proxy Materials ” on page 35 of our definitive proxy statement for the 2021 Annual Meeting of stockholders.

The Committee will consider candidates recommended by shareholders if the information relating to such candidates are properly submitted in writing to the Secretary of the Company in accordance with the manner described for shareholder proposals under “ Stockholder Proposals for 2023 Annual Meeting of Stockholders and 2023 Proxy Materials ” beginning on page 42 of our definitive proxy statement for the 2022 Annual Meeting of stockholders.

Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means.

12 unchanged sentences

Compensation Recovery and Clawback Policies

Other than legal requirements under the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley Act ”), we currently do not have any policies in place in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Accounting Officer.

Under the Sarbanes-Oxley Act, our CEO and CAO may be subject to clawbacks in the event of a restatement.

Thus, the Board has not deemed any additional recoupment policies to be necessary.

We will continue to monitor regulations and trends in this area.

Under the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer (if any).

The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

The NYSE has recently proposed rules to require listed companies to adopt clawack policies and we plan to implement a clawback policy in the future, once required, although we have not yet implemented such policy.

Meetings of the Board of Directors and Annual Meeting

During the fiscal year that ended on December 31, 2021, the Board held eight meetings and took various other actions via the unanimous written consent of the board of directors and the various committees described above.

All directors attended all of the board of directors’ meetings and committee meetings relating to the committees on which each director served during fiscal year 2021.

The Company held annual shareholders meetings on June 26, 2014, October 7, 2015, December 28, 2016, December 28, 2017, September 27, 2018, August 28, 2019, August 27, 2020 and September 1, 2021, at which meetings all directors were present in person, via teleconference or via virtual attendance.

During the fiscal year that ended on December 31, 2022, the Board held six meetings and took various other actions via the unanimous written consent of the board of directors and the various committees described above.

All directors attended the board of directors’ meetings and committee meetings relating to the committees on which each director served during fiscal year 2022, except for two Board meetings from which Mr.

Siem was absent with notice.

The Company held annual shareholders meetings on June 26, 2014, October 7, 2015, December 28, 2016, December 28, 2017, September 27, 2018, August 28, 2019, August 27, 2020, September 1, 2021 and August 25, 2022, at which meetings all directors were present in person, via teleconference or via virtual attendance.

Each director of the Company is expected to be present at annual meetings of shareholders, absent exigent circumstances that prevent their attendance.

3 unchanged sentences

The executive sessions include whatever topics the independent directors deem appropriate.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“ Dodd-Frank ”)

Dodd-Frank requires public companies to provide shareholders with an advisory vote on compensation of the most highly compensated executives, which are sometimes referred to as “ say on pay, ” as well as an advisory vote on how often the company will present say on pay votes to its shareholders.

The Company’s shareholders voted on say-on-pay matters in 2020 and approved a three year-frequency for future “ say on pay ” votes, with the next such vote being held at the Company’s 2023 annual meeting.

Code of Ethics

15 unchanged sentences

Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish our company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such reports received by us and on written representation by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all filings required to be made under Section 16(a) during 2021 were timely made, except that Viktor Tkachev, a former greater than 10% shareholder of the Company, inadvertently failed to timely file one Form 4, and as a result, one transaction was not timely reported.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following table sets forth the compensation for services paid in all capacities for the two fiscal years ended December 31, 2021 and 2020 to (a) Simon Kukes, our current Chief Executive Officer and Director, (b) J.

The following table sets forth the compensation for services paid in all capacities for the two fiscal years ended December 31, 2022 and 2021 to (a) Dr.

Simon Kukes, our Chief Executive Officer and Director, (b) J.

Douglas Schick, our current President, (c) Clark R.

Moore, our Executive Vice President, General Counsel and Secretary, and (d) Paul A Pinkston, our current Chief Accounting Officer (collectively, the “ Named Executive Officers ”).

Moore, our Executive Vice President, General Counsel and Secretary, and (d) Paul A Pinkston, our Chief Accounting Officer (collectively, the “ Named Executive Officers ”).

There were no other executive officers who received compensation in excess of $100,000 in either 2022 or 2021.

22 unchanged sentences

Consists of the value of 300,000 shares of restricted common stock granted in January 2022 at $1.17 per share.

Consists of Company matching contributions of up to 6% of the applicable officer's salary into the Company's sponsored 401(k) plan, subject to IRS and plan limits, of $14,527 and $13,547 for the periods ended 2021 and 2020, respectively.

Also, consists of accrued vacation paid out in cash of $4,615 and $27,691 for the periods ended 2021 and 2020, respectively.

Consists of the value of 250,000 shares of restricted common stock granted in January 2021 at $1.39 per share.

Consists of Company matching contributions of up to 6% of the applicable officer’s salary into the Company’s sponsored 401(k) plan, subject to IRS and plan limits, of $14,527.

Also includes accrued vacation paid out in cash of $4,615.

Consists of the value of 200,000 shares of restricted common stock granted in January 2022 at $1.17 per share.

5 unchanged sentences

Stock Awards (4)

Number of securities underlying unexercised options (#) exercisable

securities underlying unexercised options (#)

(#) exercisable

unexercisable

Exercise price

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares or units of stock that have not vested ($)(4)

units of stock

that have not

units of stock

that have not

vested ($)(5)

Douglas Schick

Stock award vested 50% on January 13, 2022, and vests 50% on January 13, 2023, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vested 33.3% on January 19, 2022, and vests 33.3% on January 19, 2023, and January 19, 2024, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vests on January 13, 2023, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vests 50% on January 19, 2023, and January 19, 2024, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

Stock award vests 33.3% on January 25, 2023, 33.3% on January 25, 2024, and 33.4% on January 25, 2025, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.

There were no unearned shares, units or other rights that have not vested as of December 31, 2022.

Calculated by multiplying the closing market price of the Company’s common stock at the end of the last completed fiscal year by the number of shares of stock.

Calculated by multiplying the closing market price of the Company’s common stock at the end of the last completed fiscal year (December 31, 2022 and $1.10 per share) by the number of shares of stock.

Issuances of Equity to Executive Officers

2 unchanged sentences

Compensation of Directors

We compensate our Board members with stock-based compensation from time to time, as consideration for their services to the Board.

Our executive officers are not paid any consideration for their service to the Board separate from the consideration they are paid as executive officers of the Company, as shown above.

The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended December 31, 2022.

Fees Earned or Paid in Cash ($)*

Stock Awards ($) (1) (2)

All Other Compensation ($)

or Paid in Cash ($)*

Compensation ($)

Douglas Evans

6 unchanged sentences

These amounts do not correspond to the actual value that will be recognized by the named individuals from these awards.

As of December 31, 2022, the following outstanding and unvested shares of restricted stock were held by each of the above non-executive directors:

Scelfo - 100,00 shares;

Ivar Siem - 70,000 shares;

Douglas Evans - 70,000 shares.

As of December 31, 2022, John J.

Scelfo held fully-vested options to purchase 120,000 shares of common stock exercisable at an exercise price of $2.19 per share, and H.

Douglas Evans held fully-vested options to purchase 100,000 shares of common stock exercisable at an exercise price of $2.19 per share.

Evans and Mr.

Siem received grants of 100,000, 70,000 and 70,000 shares of restricted stock, respectively, on September 1, 2021, each with an aggregate grant date fair value of $115,000, $80,500 and $80,500, respectively, which will vest in full on July 12, 2022, September 12, 2022, and July 12, 2022, respectively, subject to such person’s continued service on the Board.

Siem received grants of 100,000, 70,000 and 70,000 shares of restricted stock, respectively, on August 25, 2022, each with an aggregate grant date fair value of $117,000, $81,900 and $81,900, respectively, which will vest in full on July 12, 2023, August 25, 2023, and July 12, 2023, respectively, subject to such person’s continued service on the Board.

For the year ended December 31, 2022, there was compensation of $94,000, related to these grants.

1 unchanged sentence

provided that the Board of Directors and/or the Compensation Committee may authorize compensation (including, but not limited to cash, options and restricted stock) to the members of the Board of Directors from time to time in their discretion.

Additionally, the Board generally grants yearly equity awards in January of each year.

Agreements with Current Named Executive Officers

1 unchanged sentence

Simon Kukes has verbally agreed to receive an annual salary of $1 as his compensation for serving as Chief Executive Officer of the Company and as a member of the Board of Directors and to not charge the Company for any personal business expenses he incurs in connection with such positions.

Notwithstanding the above, Simon Kukes was not paid any salary for 2021 or 2020.

Notwithstanding the above, Simon Kukes may receive bonuses (in any amount) consisting of cash, grants of restricted stock and/or options granted in the Board of Directors’ and/or the Compensation Committee’s sole discretion, from time to time, provided that none are currently contemplated.

Notwithstanding the above, the Board of Directors has historically issued Mr.

Notwithstanding the above, Dr.

Kukes waived, and was not paid, any salary for 2022 or 2021.

Notwithstanding the above, Dr.

Kukes may receive bonuses (in any amount) consisting of cash, grants of restricted stock and/or options granted in the Board of Directors’ and/or the Compensation Committee’s sole discretion, from time to time, provided that none are currently contemplated.

Notwithstanding the above, the Board of Directors has historically issued Dr.

Kukes restricted stock consideration on a yearly basis in consideration for services rendered to the Company, which issuances for 2022 and 2021 are described in the table above.

5 unchanged sentences

the Company agreed to pay Mr.

Schick $20,833 per month (which was temporarily reduced by the Temporary Salary Reductions discussed below, but has been increased, effective February 1, 2022, to $24,167 per month) and that Mr.

Schick $20,833 per month, but has been increased, effective February 1, 2022, to $24,167 per month;

Schick is eligible for an annual bonus in the discretion of the Company totaling up to 40% of his then current salary and may also receive bonuses (in any amount) consisting of cash, grants of restricted stock and/or options granted in the Board of Directors’ and/or the Compensation Committee’s sole discretion, from time to time.

17 unchanged sentences

and 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.

On March 31, 2020, Mr.

Schick and the Company entered into an amendment to his Offer Letter discussed in greater detail below under “Temporary Salary Reductions and Amendments to Employment Agreements”.

Effective February 1, 2022, Mr.

Schick’s salary was increased by the Board of Directors to $24,167 per month.

Schick’s salary may be increased from time to time in the discretion of the Board or Compensation Committee, without amending the Offer Letter.

Pacific Energy Development, our wholly-owned subsidiary, has entered into an employment agreement, dated June 10, 2011, as amended January 11, 2013, with Clark Moore, its Executive Vice President, Secretary and General Counsel (the “ Moore Employment Agreement ”), pursuant to which, effective June 1, 2011, Mr.

Moore has been employed by Pacific Energy Development, with a current annual base salary of $250,000 (which was temporarily reduced by the Temporary Salary Reductions discussed below, but has been increased, effective February 1, 2022, to $23,333 per month), and a target annual cash bonus of between 20% and 40% of his base salary, awardable by the board of directors in its discretion, provided that Mr.

Pacific Energy Development, our wholly-owned subsidiary, has entered into an employment agreement, dated June 10, 2011, as amended January 11, 2013 and January 25, 2022, with Clark Moore, its Executive Vice President, Secretary and General Counsel (the “ Moore Employment Agreement ”), pursuant to which, effective June 1, 2011, Mr.

Moore has been employed by Pacific Energy Development, with a current base salary of $ $23,333 per month, and a target annual cash bonus of between 20% and 40% of his base salary, awardable by the board of directors in its discretion, provided that Mr.

Moore may also receive bonuses (in any amount) consisting of cash, grants of restricted stock and/or options granted in the Board of Directors’ and/or the Compensation Committee’s sole discretion, from time to time.

4 unchanged sentences

Moore’s employment agreement includes, among other things, severance payment provisions that would require the Company to make lump sum payments equal to 12 months’ salary and target bonus to Mr.

Moore in the event his employment is terminated due to his death or disability, terminated without “ Cause ” or if he voluntarily resigns for “ Good Reason ” (36 months in connection with a “ Change of Control ”), and continuation of benefits for up to 36 months (48 months in connection with a “ Change of Control ”), as such terms are defined in the employment agreement.

Moore, and full acceleration of vesting of any outstanding Company stock options or restricted stock held, in the event his employment is terminated due to his death or disability, terminated without “ Cause ” or if he voluntarily resigns for “ Good Reason ” (36 months in connection with a “ Change of Control ”), and continuation of benefits for up to 36 months (48 months in connection with a “ Change of Control ”), as such terms are defined in the employment agreement.

The employment agreement also prohibits Mr.

29 unchanged sentences

or (y) it is a transaction effected primarily for the purpose of financing our company with cash (as determined by the board of directors in its discretion and without regard to whether such transaction is effectuated by a merger, equity financing or otherwise).

On March 31, 2020, Mr.

Moore and Pacific Energy Development entered into an amendment to his employment agreement discussed in greater detail below under “Temporary Salary Reductions and Amendments to Employment Agreements”.

On January 25, 2022, the Company entered into an Amendment No.

3 to Employment Agreement with Mr.

Moore which, effective February 1, 2022, further amended the Moore Employment Agreement to (i) reflect the increase of his salary to $280,000 per year and to (ii) reduce the lump sum payment provisions payable by the Company to Mr.

Moore from 18 months’ salary and target bonus, to 12 months’ salary and target bonus, in the event his employment is terminated due to his death or disability, or is terminated without “ Cause ” or if he voluntarily resigns for “ Good Reason ” outside of a “ Change of Control ” context, as such terms are defined in the Moore Employment Agreement.

Other than such changes in salary and severance provisions as discussed above, the terms of the Moore Employment Agreement, as amended to date, remain in place.

On December 1, 2018, the Company appointed Mr.

3 unchanged sentences

Also effective on December 1, 2018, Mr.

Pinkston commenced serving as the Company’s Principal Financial and Accounting Officer of the Company.

Pinkston commenced serving as the Company’s Principal Financial and Accounting Officer.

Pursuant to the Pinkston 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 (which was temporarily reduced by the Temporary Salary Reductions discussed below, but has been increased, effective February 1, 2022, to $13,333 per month), Mr.

Pinkston $11,666.67 per month (which has been increased, effective February 1, 2022, to $13,333 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, provided that Mr.

3 unchanged sentences

Pinkston’s employment may be terminated by him or the Company with 30 days prior written notice.

In addition, Mr.

Pinkston was 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 entered into between Mr.

Pinkston and the Company.

The Pinkston 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.

Effective February 1, 2022, Mr.

Pinkston’s salary was increased by the Board of Directors to $13,333 per month.

Pinkston’s salary may be increased from time to time in the discretion of the Board or Compensation Committee, without amending the Pinkston Offer Letter.

Temporary Salary Reductions and Amendments to Employment Agreements

On March 31, 2020, as part of our efforts to reduce operating and corporate costs, the independent Compensation Committee of the Board approved a 20% reduction in salary for all of the Company’s salaried employees, effective April 1, 2020 (the “ Temporary Salary Reductions ”).

In connection with the 20% salary reduction, on March 31, 2020, the Company and each of Mr.

Schick, our President, and Mr.

Moore, our Executive Vice President, General Counsel, and Secretary, entered into amendments to their respective employment agreements (the “ Amendments ”) to effect the salary reductions on a temporary basis, until such time as the Company determines, in its reasonable discretion, that oil markets have recovered to acceptable levels (the “ Salary Reduction Period ”), which determination has not been made to date.

The Amendments to Messrs.

Schick’s and Moore’s employment agreements do not, however, reduce the amount of severance compensation that such executive would receive under their respective employment agreements in the event of an applicable termination of their respective employment, subject to the terms of such employment agreements.

In addition, the amendment entered into with Mr.

Schick includes a provision whereby, in the event Mr.

Schick’s employment with the Company is voluntarily terminated by him due to the Company’s failing to pay his base salary (as currently reduced as disclosed above) without his written consent, the Company will (a) continue to pay Mr.

Schick an amount equal to his base salary as in effect immediately before his termination of employment on the same bi-monthly schedule and amounts (less required withholdings) as he received such salary payments prior to his date of termination (the “ Cash Payments ”), which Cash Payments shall be reported by the Company on IRS Form 1099 as income to Mr.

Schick and will continue until the earlier to occur of (x) the date that is twelve (12) months after the termination of his employment or (y) the date that he commences employment with another employer that pays him a base salary equal to, or greater than, his base salary as in effect immediately before his termination of employment, provided that, if his new employer pays him less than his Company base salary, he shall only be entitled to Cash Payment amounts going forward through the remainder of the twelve (12) month term equal to (i) his Company base salary at the time of his termination minus the salary he receives from his new employer;

and (b) continue to vest his outstanding Company restricted stock and options exercisable for Company capital stock issued to him by the Company which are then held by him on his date of termination on their then-current vesting schedules during the period of up to twelve (12) months that he continues to receive the Cash Payments, in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors in a form reasonably acceptable to the Company.

Upon the date that his Cash Payments discontinue, he shall no longer continue to vest into any outstanding Company restricted stock or options.

The Cash Payments payable to Mr.

Schick and the other amounts, based on his salary, which may be due to him upon termination of his offer letter upon certain events, and subject to the terms thereof, during the Salary Reduction Period will continue to be based on Mr.

Schick’s non-reduced salary.

As discussed above, Simon Kukes, our Chief Executive Officer and director, has agreed to receive an annual salary of $1 as his compensation for serving as Chief Executive Officer of the Company and as a member of our Board and to not charge the Company for any personal business expenses he incurs in connection with such positions.

The Company does not currently have a formal written agreement in place with Simon Kukes.

To date, Simon Kukes has not accepted any salary from the Company (including his $1 annual compensation), provided that Mr.

Kukes is awarded equity compensation on a yearly basis, by the Board of Directors, as consideration for his services to the Company, as discussed above.

Effective April 1, 2021, the Board reversed the 20% reduction in salary for all the Company’s salaried employees.

The reduction in salary was reversed as the Company determined that oil markets have recovered to acceptable levels.

Equity Incentive Plans

51 unchanged sentences

As of the date of this Annual Report, options to purchase 990,000 shares of common stock and 2,690,000 shares of restricted stock have been issued under the 2021 Plan, with 4,320,000 shares of common stock remaining available for issuance under the 2021 Plan.

The options have an exercise price of $1.17 per share and expire on January 25, 2027.

The options have a weighted average exercise price of $1.13 per share and have expiration dates ranging from 2027 to 2028.

On June 26, 2012, our board of directors adopted the Blast Energy Services, Inc.

56 unchanged sentences

The options have a weighted average exercise price of $1.67 per share and have expiration dates ranging from 2023 to 2026.

2012 Pacific Energy Development (Pre-Merger) Plan

On February 9, 2012, prior to the Pacific Energy Development merger, Pacific Energy Development adopted the Pacific Energy Development 2012 Equity Incentive Plan, which we refer to as the 2012 Pre-Merger Plan.

We assumed the obligations of the 2012 Pre-Merger Plan pursuant to the Pacific Energy Development merger, though the 2012 Pre-Merger Plan has been superseded by the 2012 Plan (described above).

The 2012 Pre-Merger Plan provides for awards of incentive stock options, non-statutory stock options, rights to acquire restricted stock, stock appreciation rights, or SARs, and performance units and performance shares.

Subject to the provisions of the 2012 Pre-Merger Plan relating to adjustments upon changes in our common stock, an aggregate of 100,000 shares of common stock have been reserved for issuance under the 2012 Pre-Merger Plan.

The board of directors of Pacific Energy Development adopted the 2012 Pre-Merger Plan to provide a means by which its employees, directors and consultants may be given an opportunity to benefit from increases in the value of its common stock, to assist in attracting and retaining the services of such persons, to bind the interests of eligible recipients more closely to our interests by offering them opportunities to acquire shares of our common stock and to afford such persons stock-based compensation opportunities that are competitive with those afforded by similar businesses.

The exercise price of incentive stock options may not be less than the fair market value of the common stock subject to the option on the date of the grant and, in some cases, may not be less than 110% of such fair market value.

The exercise price of non-statutory options also may not be less than the fair market value of the common stock on the date of grant.

Options granted under the 2012 Pre-Merger Plan may be exercisable in cumulative increments, or “ vest, ” as determined by the board of directors of Pacific Energy Development at the time of grant.

Shares of restricted stock could be issued under the 2012 Pre-Merger Plan as a grant or for such consideration, including services, and, subject to the Sarbanes-Oxley Act of 2002, promissory notes, as determined in the sole discretion of the Pacific Energy Development board of directors.

Shares of restricted stock acquired under a restricted stock purchase or grant agreement could, but need not, be subject to forfeiture or other restrictions that will lapse in accordance with a vesting schedule determined by the board of directors of Pacific Energy Development at the time of grant.

In the event a recipient’s employment or service with the Company terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination under the terms of the restricted stock agreement may be forfeited to the Company in accordance with such restricted stock agreement.

Appropriate adjustments may be made to outstanding awards in the event of changes in our outstanding shares of common stock, whether through reorganization, stock dividend or stock split, or other specified change in capital structure of the Company.

In the event of liquidation, merger or consolidation, sale of all or substantially all of the assets of the Company, or other change in control, any surviving or acquiring corporation may assume awards outstanding under the 2012 Pre-Merger Plan or may substitute similar awards.

Unless the stock award agreement otherwise provides, in the event any surviving or acquiring corporation does not assume such awards or substitute similar awards, then the awards will terminate if not exercised at or prior to such event.

As of the date of this Annual Report, 16,144 options remain outstanding under the 2012 Pre-Merger Plan.

These options have an exercise price of $5.10 per share and have an expiration date of June 18, 2022.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

12 unchanged sentences

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

Number of Common Stock Shares Beneficially Owned (1)

Percent of Common Stock (1)

Number of Common

Stock Shares Beneficially Owned (1)

Common Stock (1)

Named Executive Officers and Directors

Douglas Schick (3)

Ivar Siem (5)

Douglas Evans (6)

Ivar Siem (8)

All Named Executive Officers and Directors as a group (seven persons)

Greater than 5% Stockholders

SK Energy, LLC (9)

The SGK 2018 Revocable Trust (9)

*Less than 1%.

3 unchanged sentences

Consisting of the following:

(a) 51,791,325 shares of common stock held by SK Energy LLC, an entity which Simon Kukes is deemed to beneficially own;

(b) 2,822,132 shares of fully-vested common stock held by Simon Kukes;

(c) 770,000 unvested shares of common stock held by Simon Kukes, 170,000 of which vest on January 13, 2023, 100,000 of which vest on each of January 19, 2023 and January 19, 2024, 133,333 of which vest on each of January 25, 2023 and January 25, 2024, and 133,334 of which vest on January 25, 2025, provided that Simon Kukes remains employed by us, or is a consultant to us, on such vesting dates;

(d) 3,000 shares of fully-vested common stock held by the spouse of Simon Kukes;

and (e) options to purchase 10,000 shares and 3,333 shares of common stock exercisable by the spouse of Simon Kukes at an exercise price of $1.68 and $1.39 per share, respectively.

Simon Kukes has voting control over his unvested shares of common stock.

Consisting of the following:

(a) 79,333 shares of fully-vested common stock held by Mr.

(b) 2,867 fully-vested shares of common stock held by Mr.

Moore’s minor child, which he is deemed to beneficially own;

Moore, 54,000 of which vest on January 13, 2023, 83,333 of which vest on January 19, 2023, 83,334 of which vest on January 19, 2024, and 100,000 of which vest on each of January 25, 2023, January 25, 2024 and January 25, 2025, in each case provided that Mr.

Moore remains employed by us, or is a consultant to us, on such vesting dates;

and (d) options to purchase 23,334 shares of common stock exercisable by Mr.

Moore at an exercise price of $5.10 per share.

Moore has voting control over his unvested shares of common stock.

(a) 51,791,325 shares of common stock held by The SGK 2018 Revocable Trust, a family trust of which Dr.

Kukes is the trustee, beneficiary and which Dr.

Kukes is deemed to beneficially own;

(b) 4,204,856 shares of fully-vested common stock held by Dr.

Kukes, 100,000 of which vest on January 19, 2024, 133,333 of which vest on January 19, 2024 and 133,334 of which vest on January 19, 2025, 133,333 of which vest on each of January 23, 2024 and January 23, 2025, and 133,334 of which vest on January 23, 2026, provided that Dr.

Kukes remains employed by us, or is a consultant to us, on such vesting dates;

(d) 3,000 shares of fully-vested common stock held by the spouse of Dr.

and (e) options to purchase 15,000 shares and 6,666 shares of common stock exercisable by the spouse of Dr.

Kukes at an exercise price of $1.68 and $1.39 per share, respectively.

Kukes has voting control over his unvested shares of common stock.

Consisting of the following:

1 unchanged sentence

and (b) 633,334 unvested shares of common stock held by Mr.

Schick, 54,000 which vest on January 13, 2023, 83,333 of which vest on January 19, 2023, 83,334 of which vest on January 19, 2024, and 100,000 of which vest on each of January 25, 2023, January 25, 2024 and January 25, 2025, in each case provided that Mr.

Schick, 83,334 which vest on January 19, 2024, 100,000 of which vest on each of January 25, 2024 and January 25, 2025, 116,666 of which vest on January 23, 2024, and 116,667 of which vest on each of January 23, 2024 and January 23, 2025, in each case provided that Mr.

Schick remains employed by us, or is a consultant to us, on such vesting dates.

1 unchanged sentence

Consisting of the following:

(a) 187,100 shares of common stock held by American Resources Offshore Inc., which shares Mr.

Siem is deemed to beneficially own (Mr.

Siem disclaims beneficial ownership of the securities held by American Resources Offshore Inc., except to the extent of his pecuniary interest therein);

(b) 85,000 shares of fully-vested common stock held by Mr.

(a) 191,666 shares of fully-vested common stock held by Mr.

(b) 2,867 fully-vested shares of common stock held by Mr.

Moore’s minor child, which he is deemed to beneficially own;

and (c) 583,334 unvested shares of common stock held by Mr.

Siem, which vest on July 12, 2022, provided that Mr.

Siem remains a director, employee of, or consultant to us on such vesting date.

Siem has voting control over his unvested shares of PEDEVCO Common Stock.

Moore, 83,334 of which vest on January 19, 2024, 100,000 of which vest on each of January 25, 2024 and January 25, 2025, and 100,000 of which vest on each of January 23, 2024, January 25, 2025 and January 25, 2026, in each case provided that Mr.

Moore remains employed by us, or is a consultant to us, on such vesting dates.

Moore has voting control over his unvested shares of common stock.

Consisting of the following:

(a) 193,999 shares of fully-vested common stock held by Mr.

(b) 100,000 unvested shares of common stock, which vest on July 12, 2022, provided that Mr.

Scelfo remains a director, employee of, or consultant to us on such vesting date;

and (c) options to purchase 120,000 shares of common stock exercisable by Mr.

Scelfo at an exercise price of $2.19 per share.

Scelfo has voting control over his unvested shares of common stock.

and (b) 380,001 unvested shares of common stock, 46,667 of which vest on January 19, 2024, 66,667 of which vest on each of January 25, 2024 and January 25, 2025, 66,666 of which vest on January 23, 2024 and 66,667 of which vest on each of January 23, 2025 and January 23, 2026, in each case provided that Mr.

Pinkston remains employed by us, or is a consultant to us, on such vesting dates.

Pinkston has voting control over his unvested shares of common stock.

Consisting of the following:

7 unchanged sentences

(a) 164,500 shares of fully-vested common stock held by Mr.

and (b) 323,334 unvested shares of common stock, 30,000 of which vest on January 13, 2023, 46,667 of which vest on each of January 19, 2023 and January 19, 2024, 66,666 of which vest on January 25, 2023, and 66,667 of which vest on each of January 25, 2024 and January 25, 2025, in each case provided that Mr.

Pinkston remains employed by us, or is a consultant to us, on such vesting dates.

Pinkston has voting control over his unvested shares of common stock.

Consisting of 51,791,325 shares of common stock held by SK Energy LLC, an entity which Simon G.

Kukes is deemed to beneficially own due to his position as the Chief Executive Officer and 100% owner of SK Energy.

(b) 100,000 unvested shares of common stock, which vest on July 12, 2023, provided that Mr.

Scelfo remains a director, employee of, or consultant to us on such vesting date;

and (c) options to purchase 120,000 shares of common stock exercisable by Mr.

Scelfo at an exercise price of $2.19 per share.

Scelfo has voting control over his unvested shares of common stock.

Consisting of the following:

(a) 187,100 shares of common stock held by American Resources Offshore Inc., which shares Mr.

Siem is deemed to beneficially own (Mr.

Siem disclaims beneficial ownership of the securities held by American Resources Offshore Inc., except to the extent of his pecuniary interest therein);

(b) 125,000 shares of fully-vested common stock held by Mr.

and (c) 70,000 unvested shares of common stock held by Mr.

Siem, which vest on July 12, 2023, provided that Mr.

Siem remains a director, employee of, or consultant to us on such vesting date.

Siem has voting control over his unvested shares of PEDEVCO Common Stock.

Consisting of 51,791,325 shares of common stock held by The SGK 2018 Revocable Trust.

The SGK 2018 Revocable Trust is a family trust of which Dr.

Kukes is the trustee and beneficiary, and as such, Dr.

Kukes is deemed to be the beneficial owner of the shares held by The SGK 2018 Revocable Trust.

Equity Compensation Plan Information

7 unchanged sentences

Equity compensation plans not approved by stockholders

Consists of (i) options to purchase 17,381 shares of common stock issued and outstanding under the Pacific Energy Development Corp.

2012 Amended and Restated Equity Incentive Plan, and (ii) options to purchase 1,087,167 shares of common stock issued and outstanding under the PEDEVCO Corp.

Consists of options to purchase 957,667 shares of common stock issued and outstanding under the PEDEVCO Corp.

2012 Amended and Restated Equity Incentive Plan.

2 unchanged sentences

Does not include shares of common stock available for issuance under the 2012 Plan or 2012 Pre-Merger Plan as the Company has determined that it will no longer issue awards thereunder.

Consists of options to purchase 18,887 shares of common stock granted by Pacific Energy Development Corp.

to an employee of the Company in June 2012.

The Company’s equity compensation plans are discussed in greater detail above under “ Item 11.

Executive Compensation “ - “ Equity Incentive Plans ”.

Changes in Control

4 unchanged sentences

Related Transactions

On September 20, 2018, SK Energy entered into an agreement with American Resources Inc.

(“ American ”), whose principals are Ivar Siem, a member of the Board of Directors of the Company, and J.

Douglas Schick, the President of the Company.

Pursuant to the agreement, American agreed to assist Mr.

Kukes with his investments in the Company and SK Energy agreed to pay American 25% of the profit realized by SK Energy, if any, following the sale or disposal of the securities of the Company which SK Energy holds and may acquire in the future (prior to such sale/disposition).

The profit is to be calculated based on (x) the amount of consideration received by SK Energy in connection with the sale of such securities, minus (y) the consideration paid by SK Energy for the securities, increased by 10% each year that such securities are held.

The agreement has a term of four years but can be terminated at any time by SK Energy with written notice to American.

On November 1, 2019, the Company began subleasing approximately 300 square feet of office space at its current headquarters to SK Energy, which is owned and controlled by Dr.

Kukes, our Chief Executive Officer and a member of the Board of Directors.

On November 1, 2019, the Company began subleasing approximately 300 square feet of office space at its current headquarters to SK Energy, LLC, an entity formerly owned and controlled by Dr.

Kukes, our Chief Executive Officer and a member of the Board of Directors, but dissolved in late 2022.

The lease renews on a monthly basis, may be terminated by either party at any time upon prior written notice delivered to the other party, and has a monthly base rent of $1,200.

Effective September 1, 2022, the Company extended the sublease agreement with SK Energy whereby SK Energy paid a $24,000 non-refundable two-year rent payment to the Company.

21 unchanged sentences

Scelfo and Mr.

Evans are independent directors as defined in the NYSE American rules governing members of boards of directors or as defined under Rule 10A-3 of the Exchange Act.

Evans are independent directors as defined in the NYSE American rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act.

Accordingly, 50% of the members of our board of directors are independent as defined in the NYSE American rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act.

In assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships, including transactions conducted, between the Company and each director and between the Company and any organization for which one of our directors is a director or executive officer or with which one of our directors is otherwise affiliated.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

25 unchanged sentences

(3) Exhibits required by Item 601 of Regulation S-K

Filed or furnished With This Annual Report on Form 10-K

Filing Date/Period End Date

Underwriting Agreement, dated February 2, 2021, by and between U.S.

and Kingswood Capital Markets, division of Benchmark Investments, Inc.

February 3, 2021

Placement Agency Agreement, dated October 3, 2021, by and between PEDEVCO Corp.

and EF Hutton, division of Benchmark Investments, Inc.

and Roth Capital Partners, LLC

October 6, 2021

Filed or furnished

With This Annual

Sales Agreement, dated November 17, 2021 between PEDEVCO Corp.

and Roth Capital Partners, LLC

November 18, 2021

Amended and Restated Certificate of Formation and Designation by Blast Acquisition Corp.

and Pacific Energy Development Corp.

August 2, 2012

Certificate of Amendment of Amended and Restated Certificate of Formation

April 23, 2013

Amended and Restated Certificate of Designations of PEDEVCO Corp.

Establishing the Designations, Preferences, Limitations and Relative Rights of its Series A Convertible Preferred Stock

February 24, 2015

Certificate of Amendment to Certificate of Formation (1-for-10 Reverse Stock Split of Common Stock)

March 27, 2017

Amendment to Amended and Restated Certificate of Designations of PEDEVCO Corp.

Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock filed with the Secretary of State of Texas on June 26, 2018

June 26, 2018

Bylaws of PEDEVCO Corp.

(formerly Blast Energy Services, Inc.)

March 6, 2008

Amendment to the Bylaws (December 3, 2012)

December 6, 2012

Amendment to Bylaws (October 21, 2016)

October 21, 2016

Amendment to Bylaws (August 25, 2022)

Description of Securities of the Registrant

March 30, 2020

Form of Common Stock Certificate for PEDEVCO CORP.

October 23, 2013

Employee Stock Option Agreement, dated June 18, 2012, entered into by and between Clark R.

Moore and the Registrant **

October 31, 2013

PEDEVCO Corp.

2012 Equity Incentive Plan - Form of Restricted Shares Grant Agreement **

October 31, 2013

PEDEVCO Corp.

2012 Equity Incentive Plan - Form of Stock Option Agreement **

October 31, 2013