PEDEVCO CORP (PED): M&A transaction — PEDEVCO closes acquisition of North Peak & Century Oil & Gas, raises $35M PIPE, and enters $120M credit facility

PEDEVCO CORP

Issued 10.65M Series A preferred shares to acquire North Peak and Century Oil & Gas, convertible into 106.5M common shares.
Raised $35.0M via PIPE issuance of 6.36M Series A preferred shares at $5.50/share, convertible into 63.6M common shares.
Existing PED shareholders expected to hold ~14% post-conversion; Juniper ~52.9%, Dr. Kukes ~33.1%.
Entered A&R credit agreement with $120M borrowing base, maturity October 2029.
Appointed Josh Schmidt, Martyn Willsher, Kristel Franklin to board; Reagan Dukes COO, Robert Long CFO.

item 1.01 item 5.03 item 5.02 item 5.07 item 2.01 item 2.03 item 3.02 item 3.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

PEDEVCO CORP issued 10,650,000 shares of newly designated Series A Convertible Preferred Stock of preferred stock to Century Oil and Gas Holdings, LLC and North Peak.

Security: preferred stock
Shares: 10,650,000 shares of newly designated Series A Convertible Preferred Stock
Purchaser: Century Oil and Gas Holdings, LLC and North Peak

Exact text from the filing

The issuance of the Merger Preferred Shares and PIPE Preferred Shares was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

PEDEVCO CORP: Filed Second Amended and Restated Certificate of Designations for Series A Convertible Preferred Stock, establishing new series with specific voting, conversion, liquidation, and transfer rights (effective 2025-10-31).

Change: charter amendment
Effective: 2025-10-31

Exact text from the filing

Second Amended and Restated Designation of Series A Convertible Preferred Stock In preparation of the Closing, the Board approved the 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 (the “ PEDEVCO Series A Designation ”) on October 29, 2025, which was filed with the Secretary of State of Texas on October 31, 2025.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PEDEVCO CORP completed an acquisition involving Century Oil and Gas Holdings, LLC and North Peak Oil & Gas Holdings, LLC for 10,650,000 shares of Series A Convertible Preferred Stock (closed 2025-10-31).

Action: acquisition
Counterparty: Century Oil and Gas Holdings, LLC and North Peak Oil & Gas Holdings, LLC
Consideration: 10,650,000 shares of Series A Convertible Preferred Stock
Closing: 2025-10-31

Exact text from the filing

”), all of the issued and outstanding limited liability company interests of each of the Acquired Companies were automatically converted into the right to receive an aggregate of 10,650,000 validly issued, fully paid and nonassessable shares of newly designated Series A Convertible Preferred Stock of PEDEVCO (the “ Merger Preferred Shares ”), par value $0.001 per

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PEDEVCO CORP filing history →

Source: SEC EDGAR

accession 0001654954-25-012450

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