Item 1.01. Entry into a Material Definitive Agreement.
On
The Company currently intends to use the net proceeds from the Offering (i) to
fund the Company's 2021
The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchaser, and customary indemnification rights and obligations of the parties. Under the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company's common stock or common stock equivalents for a period of 45 days from the closing of the Offering, other than certain exempt issuances including, but not limited to, securities issued pursuant to the Company's equity compensation plans. Additionally, each of the officers and directors of the Company pursuant to lock-up agreements (the "Lock-Up Agreements") agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 45-day period following the closing of the Offering.
EF Hutton, division of
The Shares sold in the Offering were offered and sold by the Company pursuant to
an effective shelf registration statement on Form S-3 (File No. 333-250904),
filed with the
The foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement are not complete and are qualified in their entireties by reference to the full text of the form of Purchase Agreement, Placement Agency Agreement, and the form of Lock Up Agreements, copies of which are filed herewith as Exhibit 10.1, Exhibit 1.1, and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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A copy of the opinion of
Item 7.01. Regulation FD Disclosure.
On
Forward- Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are
made pursuant to the safe harbor provisions within the meaning of Section 27A of
the Securities Act of 1933, as amended, Section 21E of the Securities Exchange
Act of 1934, as amended and the Private Securities Litigation Reform Act, as
amended. Forward-looking statements are based on management's current
expectations and are subject to risks and uncertainties, many of which are
beyond our control, that may cause actual results or events to differ materially
from those projected. These risks and uncertainties, many of which are beyond
our control, include the ability of the Company to satisfy certain conditions to
closing the Offering on a timely basis or at all, as well as other risks
described in the section entitled "Risk Factors" and elsewhere in our Annual
Report on Form 10-K filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description 1.1* Placement Agency Agreement, datedOctober 3, 2021 , by and betweenPEDEVCO Corp. and EF Hutton, division ofBenchmark Investments, LLC andRoth Capital Partners, LLC 5.1* Opinion ofThe McGeary Law Firm, P.C. 10.1* Form of Securities Purchase Agreement, datedOctober 3, 2021 , by and betweenPEDEVCO Corp. and the investor party thereto 10.2* Form of Lock-Up Agreement 23.1* Consent ofThe McGeary Law Firm, P.C. (included in Exhibit 5.1) 99.1** Press Release ofPEDEVCO Corp. datedOctober 4, 2021 99.2** Press Release ofPEDEVCO Corp. datedOctober 6, 2021 104 Inline XBRL for the cover page of this Current Report on Form 8-K * Filed herewith. ** Furnished herewith. 3
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