SCHEDULE: Juniper Capital Takes Majority Stake in PEDEVCO Corp.

Juniper Capital entities and Edward Geiser have collectively acquired a 53.39% beneficial ownership in PEDEVCO Corp. following a merger and PIPE investment, significantly altering the company's governance.

Summary

• Juniper Capital II GP, L.P., Juniper Capital III GP, L.P., Juniper North Peak Partners GP, L.P., Juniper Capital IV GP, L.P., and Edward Geiser (collectively, "Reporting Persons") filed a Schedule 13D for PEDEVCO CORP.
• Edward Geiser, who controls the Juniper Capital entities, now beneficially owns 140,227,280 shares of Common Stock, representing 53.39% of the class.
• This ownership resulted from a merger agreement dated October 31, 2025, where PEDEVCO acquired North Peak Oil & Gas, LLC (NPOG) and Century Oil and Gas Sub-Holdings, LLC (COG).
• The merger consideration included 106,500,000 shares of Series A Convertible Preferred Stock, which will automatically convert into 106,500,000 shares of Common Stock (10-to-1 ratio) after an information statement distribution period.
• Concurrently, J PED, LLC (a Fund IV subsidiary) purchased 3,372,728 shares of Preferred Stock for $5.50 per share in a PIPE transaction, converting into 33,727,280 shares of Common Stock.
• A Shareholder Agreement grants Juniper significant governance rights, including the right to nominate directors and influence board committees.
• The Issuer's bylaws were amended and restated on October 31, 2025, to reflect these governance changes.
• Future plans include amending the Certificate of Formation to remove reverse stock split references, update director information, waive corporate opportunities for Juniper, and implement a supermajority voting requirement for certain charter provisions.
• A reverse stock split of 1-for-10 to 1-for-20 is also planned.

Sentiment

Score: 7

Explanation: The filing details a significant strategic shift for PEDEVCO Corp., involving a merger and a substantial investment by Juniper Capital, leading to a majority ownership. This provides clear strategic direction and capital infusion, which can be positive. However, it also involves considerable dilution for existing shareholders, a planned reverse stock split (often viewed negatively), and governance changes that concentrate power with Juniper, including a waiver of corporate opportunities, which introduces potential risks and limits independent action.

Positives

• Juniper Capital's significant investment and strategic involvement could provide stability and direction for PEDEVCO.
• The merger of NPOG and COG into PEDEVCO expands the company's asset base.
• The PIPE investment demonstrates additional capital commitment from Juniper.
• The new governance structure provides clear representation for the major shareholder group.

Negatives

• Significant dilution for existing shareholders due to the issuance of 140,227,280 new shares (post-conversion) compared to 92,519,352 shares outstanding pre-merger.
• The planned reverse stock split often indicates a low share price and can be perceived negatively by the market, though it is often done to meet exchange listing requirements.
• Waiver of corporate opportunities for Juniper and its affiliates could potentially limit future growth avenues for PEDEVCO.
• The supermajority voting requirement for certain charter provisions could make future changes more difficult without Juniper's consent.

Risks

• The success of the merged entities (NPOG and COG) under PEDEVCO's umbrella is subject to integration risks and operational performance.
• The impact of the reverse stock split on market perception and liquidity.
• Potential conflicts of interest arising from Juniper's ability to pursue competing or overlapping ventures, as explicitly waived in the planned charter amendment.
• The concentration of voting power with Juniper Capital could reduce the influence of other shareholders.

Future Outlook

PEDEVCO plans to amend its Certificate of Formation to remove references to a prior reverse stock split, update director information, permit Juniper and its affiliates to pursue competing ventures, and implement a supermajority voting requirement for certain charter provisions. A reverse stock split of 1-for-10 to 1-for-20 is also planned. Juniper Capital intends to review its investment on an ongoing basis and may acquire or sell securities, or propose extraordinary corporate transactions.

Industry Context

This filing indicates a significant consolidation and strategic investment within the oil and gas sector, where private equity firms like Juniper Capital often take substantial stakes to drive operational changes or prepare for future exits. The merger of NPOG and COG into PEDEVCO suggests a strategy to combine assets and potentially achieve synergies in a competitive energy market.

Comparison to Industry Standards

• The acquisition of a majority stake by a private equity group (Juniper Capital) is a common strategy in the energy sector for consolidating assets and optimizing operations.
• The use of convertible preferred stock and a PIPE investment is a standard mechanism for private capital to enter public companies, providing capital while allowing for future conversion to common equity.
• The implementation of a shareholder agreement granting significant board representation and control over corporate actions (e.g., increasing/decreasing board size, material transactions) is typical when a major investor takes a controlling interest.
• The planned reverse stock split is a common tactic for companies with low share prices to meet exchange listing requirements or improve market perception, though its effectiveness varies.
• The waiver of corporate opportunities for the controlling shareholder is a notable provision, often seen in controlled companies, but it can raise concerns about potential conflicts of interest compared to companies with broader fiduciary duties.

Management Changes

Corporate Governance

Legal Proceedings

• During the last five years, none of the Reporting Persons or any of the members of the Investment Committees of Fund II GP, Fund III GP or Fund IV GP have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

• The merger of NPOG and COG into PEDEVCO, as NPOG Holdings and COG Holdings were the sole members of NPOG and COG, respectively, and are now the "Juniper Shareholder" with significant ownership.
• The Shareholder Agreement between PEDEVCO, NPOG Holdings, COG Holdings, and other parties.
• The PIPE investment by J PED, LLC, a wholly-owned subsidiary of Fund IV, which is part of the Juniper group.

Stakeholder Impact

• Shareholders: Significant dilution from the issuance of new shares. Existing shareholders will have reduced ownership percentage. The new governance structure gives Juniper substantial control, potentially limiting the influence of other shareholders. The planned reverse stock split could impact share price and liquidity.
• Management/Employees: New board composition and governance structure may lead to strategic shifts and operational changes. Joshua Schmidt's appointment as Preferred Director indicates direct Juniper involvement.
• Customers/Suppliers: Potential for changes in operational focus or scale due to the merger and new strategic direction, but no direct impact specified.
• Creditors: The incurrence of indebtedness above specified thresholds requires approval from Preferred Stock holders, providing a layer of oversight.

Next Steps

• Distribution of an information statement to shareholders.
• Automatic conversion of Series A Convertible Preferred Stock into Common Stock following the 20-day information statement period.
• Amendment and restatement of the existing Amended and Restated Certificate of Formation (Second A&R Charter) within 10 business days following the 20-day period (but not prior to Automatic Conversion).
• Filing of an amendment to the Second A&R Charter (Reverse Split Amendment) to effect a reverse stock split (1-for-10 to 1-for-20 ratio) within 10 business days following the 20-day period (but not prior to Automatic Conversion).
• Juniper Parties may acquire additional securities, sell existing holdings, or propose extraordinary corporate transactions.

Key Dates

Recommendation

The filing details a transformative event for PEDEVCO Corp., with Juniper Capital taking a controlling stake through a merger and a PIPE investment. While this brings strategic direction and capital, the immediate impact includes significant dilution for existing shareholders and a planned reverse stock split, which can create short-term market uncertainty. The extensive governance changes grant Juniper substantial control, which could be beneficial if their strategy proves successful, but also introduces risks related to corporate opportunity waivers and concentrated power. Given the lack of immediate financial performance data in this filing and the long-term nature of the strategic changes, a "hold" recommendation is appropriate for investors to observe the execution of Juniper's strategy and the integration of the merged entities before making further investment decisions.

Keywords

PEDEVCO CORP, Juniper Capital, Schedule 13D, beneficial ownership, merger, Series A Convertible Preferred Stock, PIPE investment, corporate governance, board of directors, reverse stock split, shareholder agreement, oil and gas