Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a)
The below events occurred within four business days of the filing date of this periodic report and as such, the Company is disclosing the occurrence of the events below under “ Item 1.01 Entry Into a Material Definitive Agreement ”, “ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ” and “ Item 8.01 Other Events ” , instead of a stand-alone Current Report on Form 8-K:
Item 1.01 Entry Into a Material Definitive Agreement.
As discussed in greater detail above in “Part I – Financial Information—Item 1. Financial Statements—Note 15 - Subsequent Events”, on October 31, 2025, the Company closed the transactions contemplated by an Agreement and Plan of Merger dated October 31, 2025, between the Company, NP Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, COG Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, North Peak Oil & Gas, LLC, a Delaware limited liability company, Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company, and, solely for purposes of the specified provisions therein, North Peak Oil & Gas Holdings, LLC, a Delaware limited partnership.
Pursuant to the Merger Agreement, we agreed to prepare and file with the SEC, as promptly as reasonably practicable, but in any event within 20 days after the Closing Date, in a form mutually agreeable to the parties to the Merger Agreement, an information statement pursuant to Schedule 14C of the Exchange Act (the “Information Statement”) and to use commercially reasonable efforts to resolve any SEC comments on such Information Statement after receipt thereof, and to have the Information Statement cleared by the SEC staff as promptly as reasonably practicable.
On November 13, 2024, the Company, the Merger Subs, the Acquired Companies and North Peak, entered into a First Amendment to Agreement and Plan of Merger, pursuant to which each of the parties agreed that the Information Statement shall be prepared and filed with the SEC, as soon as reasonably practicable by the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Change in Principal Accounting/Financial Officer
On, and effective on, November 13, 2025, the Board of Directors of the Company re-appointed Mr. Paul Pinkston, Chief Accounting Officer of the Company, as Principal Accounting Officer and Principal Financial Officer of the Company. Mr. Pinkston had previously served in those roles through the closing of the Mergers on October 31, 2025. The Board of Directors determined that Mr. Pinkston had more familiarity with the Company’s pre-Mergers operations and therefore was more suited to serve in the role of Principal Accounting Officer and Principal Financial Officer in connection with the filing of this Quarterly Report on Form 10-Q, then Robert “Bobby” Long, who was appointed as Chief Financial Officer and Treasurer of the Company on October 31, 2025, had been serving as Principal Accounting Officer and Principal Financial Officer of the Company since October 31, 2025. Effective on November 13, 2025, Mr. Long stepped down from the positions of Principal Accounting Officer and Principal Financial Officer of the Company in connection with Mr. Pinkston’s re-appointment to those positions, but continued to serve as Chief Financial Officer of the Company.
Also on November 13, 2025, the Board of Directors of the Company re-appointed Robert “Bobby” Long, Chief Financial Officer and Treasurer of the Company, as Principal Accounting Officer and Principal Financial Officer of the Company, effective on the business day following the filing date of this Report. Upon Mr. Long’s re-appointment as Principal Accounting Officer and Principal Financial Officer of the Company, Mr. Pinkston will once again step down from such positions, but will continue to serve as Chief Accounting Officer of the Company.
Messrs. Pinkston and Long are not party to any material plan, contract or arrangement (whether or not written) with the Company, except for Indemnification Agreements with the Company in the Company’s customary form, an Offer Letter dated December 1, 2018, between the Company and Mr. Pinkston, described in greater detail in the Company’s definitive proxy statement on Schedule 14A, as filed with the SEC on July 11, 2025 (the “Proxy Statement”), which information is incorporated by reference herein, and an Offer Letter dated October 30, 2025, between the Company and Mr. Long, as described in greater detail in the Current Report on Form 8-K filed by the Company with the SEC on November 3, 2025 (the “November Form 8-K”), which is incorporated by reference herein. Mr. Long also subscribed to purchase shares of the Series A Convertible Preferred Stock of the Company in the Company’s recent October 2025 PIPE financing, pursuant to his entry into a subscription agreement with the Company, also discussed in greater detail in the November Form 8-K. There are no arrangements or understandings between Messrs. Pinkston and Long and any other person pursuant to which Messrs. Pinkston and Long were selected to serve as an officer of the Company, nor are Messrs. Pinkston and Long a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except as to Mr. Pinkston, those that are described under, or incorporated by reference in, “ Certain Relationships and Related Party Transactions ” in the Proxy Statement and as to Mr. Long, in connection with his participation in the PIPE financing, as discussed in the November Form 8-K. There are no family relationships between any director or executive officer of the Company, including Messrs. Pinkston and Long.
Biographical information for Messrs. Pinkston (age 57) and Long (age 49), is provided in the Proxy Statement under “ Executive Officers-—Paul A. Pinkston, Chief Accounting Officer ” and in the November Form 8-K under “ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers—Appointment of New Executive Officers ”, respectively, which information and disclosures are incorporated by reference herein.
(c) Rule 10b5-1 Trading Plans.
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
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Table of Contents
ITEM 6. EXHIBITS
Incorporated By Reference
No.
Description
Form
Exhibit
Filing Date
File Number
2.1♦
Agreement and Plan of Merger, by and among PEDEVCO Corp., NP Merger Sub, LLC, COG Merger Sub, LLC, North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, and, solely for the limited purposes set forth therein, North Peak Oil & Gas Holdings, LLC, dated as of October 31, 2025
8-K
2.1
11/3/2025
001-35922
2.2*
First Amendment to Agreement and Plan of Merger, by and among PEDEVCO Corp., NP Merger Sub, LLC, COG Merger Sub, LLC, North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, and, solely for the limited purposes set forth therein, North Peak Oil & Gas Holdings, LLC, dated as of October 31, 2025
3.1
Second 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 October 31, 2025
8-K
3.1
11/3/2025
001-35922
3.2
Amended and Restated Bylaws of PEDEVCO Corp. dated October 29, 2025
8-K
3.2
11/3/2025
001-35922
10.1
PEDEVCO Corp. 2021 Equity Incentive Plan(#)
8-K
10.1
9/1/2021
001-35922
10.2
First Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan(#)
8-K
10.1
8/30/2024
001-35922
10.3
PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement(#)
S-8
99.3
9/1/2021
333-259248
10.4
PEDEVCO Corp. - Form of Indemnification Agreement(#)
8-K
10.11
3/31/2024
001-35922
10.5
Form of Series A Convertible Preferred Stock Subscription Agreement (October 2025 PIPE Financing)
8-K
10.1
11/3/2025
001-35922
10.6
Shareholder Agreement, dated October 31, 2025, by and among PEDEVCO Corp., Century Oil and Gas Holdings, LLC, North Peak Oil & Gas Holdings, LLC, The SGK 2018 Revocable Trust
8-K
10.2
11/3/2025
001-35922
10.7
Form of Support Agreement dated October 31, 2025
8-K
10.3
11/3/2025
001-35922
10.8♦
Amended and Restated Credit Agreement dated as of October 31, 2025, among PEDEVCO Corp., as borrower, Citibank, N.A., as administrative agent, and the lenders party thereto
8-K
10.4
11/3/2025
001-35922
10.9#
PEDEVCO Corp. 2021 Equity Incentive Plan
8-K
10.1
9/1/2021
001-35922
10.10#
First Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan
8-K
10.1
8/30/2024
001-35922
10.11#
Second Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan
8-K
10.7
11/3/2025
001-35922
10.12#
PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement
S-8
99.3
9/1/2021
333-259248
10.13#
Employment Agreement dated October 31, 2025, between PEDEVCO Corp. and J. Douglas Schick
8-K
10.1
11/3/2025
001-35922
10.14#
Employment Agreement dated October 31, 2025, between PEDEVCO Corp. and Clark R. Moore
8-K
10.11
11/3/2025
001-35922
10.15#
Employment Agreement dated October 31, 2025, between PEDEVCO Corp. and Jody Crook
8-K
10.12
11/3/2025
001-35922
10.16#
Offer Letter dated October 30, 2025, between PEDEVCO Corp. and Reagan Tuck Dukes
8-K
10.13
11/3/2025
001-35922
10.17#
Offer Letter dated October 30, 2025, between PEDEVCO Corp. and Robert J. Long
8-K
10.14
11/3/2025
001-35922
16.1
Letter from Marcum LLP dated July 8, 2025
8-K
16.1
7/8/2025
001-35922
31.1*
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan or arrangement.
♦ The schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
45
Table of Contents
S IGNATURES
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.
PEDEVCO Corp.
November 14, 2025
By: /s/ J. Douglas Schick
J. Douglas Schick
President and Chief Executive Officer
(Principal Executive Officer)
PEDEVCO Corp.
November 14, 2025
By: /s/ Paul A. Pinkston
Paul A. Pinkston
Chief Accounting Officer
(Principal Financial and Accounting Officer)
46
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.