ped_10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-35922

PEDEVCO CORP.

(Exact name of registrant as specified in its charter)

Texas

22-3755993

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

575 N. Dairy Ashford, Suite 210, Houston, Texas		77079
(Address of principal executive offices)		(Zip Code)

(713) 221-1768

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	PED	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

At May 14, 2024, there were 89,355,267 shares of the Registrant’s common stock outstanding.

Explanatory Note

On May 15, 2024, PEDEVCO Corp. filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Original Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”).

The Original Form 10-Q failed to include certain required XBRL tagging and this Amendment No. 1 to Quarterly Report on Form 10-Q is being filed solely to include such XBRL tagging under Part II, Item 5. Other Information.

As such, this Amendment No. 1:

	●	restates Part II, Item 5. Other Information of the Original Form 10-Q to include the required XBRL tagging; and

	●	files new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 6 of Part II hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Amendment No. 1 does not otherwise change or update any of the disclosures set forth in the Original Form 10-Q, as amended by Amendment No. 1, and does not reflect events occurring after the filing of the Original Form 10-Q.

PEDEVCO CORP.

TABLE OF CONTENTS

PART II – OTHER INFORMATION

Item 5.	Other Information	1

Item 6.	Exhibits	1

Signatures		2

Table of Contents

PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

(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 March 31, 2024, 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”, except as follows:

On, March 26, 2024, each of Paul A. Pinkston, our Chief Accounting Officer, J. Douglas Schick, our President, and Clark R. Moore, our Executive Vice President and General Counsel, amended their existing trading plans originally dated March 30, 2023, which are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plans, as amended, provide for the sale of an aggregate of 162,300, 328,334, and 320,000 shares of our common stock, respectively, in connection with the vesting of certain of their equity awards. The trading plans, as amended, each terminate on March 30, 2025, subject to early termination for certain specified events set forth in the respective trading plans. These trading plans were entered into during an open insider trading window.

ITEM 6. EXHIBITS

The exhibits required to be filed by Item 6 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Form 10-Q. The attached list of exhibits in the “Exhibit Index” sets forth the additional exhibits required to be filed with this Amendment No. 1 and is incorporated herein by reference in response to this item.

Exhibit Number		Description

31.3*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.4*		Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
101.INS		Inline XBRL Instance Document (filed herewith)
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents (filed herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

Table of Contents

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.

	PEDEVCO Corp.

May 9, 2025	By:	/s/ J. Douglas Schick
		J. Douglas Schick
		President, Chief Executive Officer, and Director
		(Principal Executive Officer)

May 9, 2025

By:

/s/ Paul A. Pinkston

Paul A. Pinkston

Chief Accounting Officer

(Principal Financial and Accounting Officer)

Amendment: SEC Form 10-Q/A filed by Pedevco Corp.