8-K: PEDEVCO Transforms into Premier Rockies Operator

PEDEVCO Corp. completed a transformative merger with Juniper Capital-controlled portfolio companies, significantly expanding its oil-weighted production and acreage in the Rockies, supported by a $35 million private placement and an upsized $120 million credit facility.

Summary

• PEDEVCO Corp. (PEDEVCO) completed a merger with Juniper Capital-controlled portfolio companies (NPOG and COG) on October 31, 2025, transforming into a premier Rockies-focused oil and gas operator.
• As consideration for the merger, PEDEVCO issued 10,650,000 shares of newly designated Series A Convertible Preferred Stock (Merger Preferred Shares) to Juniper, which will convert into 106,500,000 shares of common stock.
• Concurrently, PEDEVCO closed a private placement (PIPE Financing) of 6,363,637 Series A Convertible Preferred Shares at $5.50 per share, raising $35,000,004 in gross cash proceeds. These shares will convert into 63,636,370 shares of common stock.
• Upon conversion of all Preferred Shares, Juniper and its affiliates are expected to own approximately 53% of the combined entity, while Dr. Simon Kukes and other former owners of the Acquired Companies will hold approximately 33.1%, and pre-existing PEDEVCO securityholders will hold approximately 14.0%.
• PEDEVCO entered into an Amended and Restated Credit Agreement (A&R Credit Agreement) with Citibank, N.A., increasing its borrowing base from $20 million to $120 million, with an aggregate maximum revolving credit amount of $250 million.
• At the closing of the transaction, PEDEVCO borrowed approximately $87 million under the A&R Credit Agreement and expects to have approximately $10 million in cash.
• The combined company now boasts over 6,500 BOEPD of current production (over 80% oil) and over 328,000 net acres across the Northern DJ Basin and Powder River Basin.
• Shareholder approval for the issuance of the Conversion Shares was obtained via written consent from majority shareholders, but the conversion is subject to a 20-day waiting period after the distribution of an Information Statement to shareholders.

Sentiment

Score: 8

Explanation: The filing details a highly positive and transformative strategic move for PEDEVCO, significantly expanding its asset base, production, and financial capacity. The new management and board structure, coupled with a clear growth strategy in a favorable region, indicate strong future prospects despite the dilution for existing shareholders.

Positives

• The merger transforms PEDEVCO into a premier publicly-traded Rockies-focused operator with significantly expanded oil-weighted production and acreage.
• The combined entity is expected to generate strong cash flow due to its high percentage of oil production and competitive cost structure.
• Identified over a decade of potential future drilling inventory on existing acreage in the DJ Basin and Powder River Basin.
• PEDEVCO maintains a conservative capital structure with approximately $87 million in total debt and $10 million in cash post-transaction.
• The company is positioned for organic growth with 32 wells recently completed or scheduled for completion in Q4 2025 and early Q1 2026, expected to drive material production growth.
• Strategic consolidation in focus areas is anticipated to deliver accretion and operational synergies, benefiting shareholders.
• The upsized $120 million borrowing base under the A&R Credit Agreement provides enhanced liquidity and financial flexibility.

Negatives

• Existing PEDEVCO securityholders will experience significant dilution, holding approximately 14.0% of the common stock post-conversion.
• Certain executive compensation payments may be subject to excise tax under Section 4999 of the Code, although gross-up or 'best results' provisions are in place for some executives.
• The conversion of Series A Preferred Stock into common stock is subject to a 20-day waiting period after the distribution of an Information Statement, delaying full integration of new ownership structure.

Risks

• Volatility of oil and natural gas prices.
• Success in discovering, estimating, developing, and replacing oil and natural gas reserves.
• Risks of operations not being profitable or generating sufficient cash flow to meet obligations.
• Risks relating to the future price of oil, natural gas, and natural gas liquids (NGLs).
• Risks related to the status and availability of oil and natural gas gathering, transportation, and storage facilities.
• Risks related to changes in the legal and regulatory environment governing the oil and gas industry, including new or amended environmental legislation and regulatory initiatives.
• Risks relating to crude oil production quotas or other actions imposed by the Organization of Petroleum Exporting Countries and other producing countries.
• Technological advancements impacting the industry.
• Changing economic, regulatory, and political environments in the markets where the company operates, including military conflicts.
• Potential disruption or interruption of operations due to war, accidents, political events, severe weather, cyber threats, or terrorist acts.
• Risks related to the need for additional capital for future acquisitions and operations, and the availability/cost of such funding.
• Risks related to limited control over activities on properties not operated by the company and the speculative nature of oil and gas operations.
• Risks associated with the uncertainty of drilling, completion, and enhanced recovery operations.
• Risks associated with illiquidity and volatility of the common stock.
• Dependence upon present management.
• Juniper Capital Advisors, L.P. and its affiliates, and Dr. Simon G. Kukes, beneficially own a significant portion of the common stock, potentially influencing corporate decisions.
• Ability to maintain the listing of common stock on the NYSE American.
• Pandemics, governmental responses, economic downturns, and possible recessions.
• Inflationary risks and recent increased interest rates, and risks of recessions caused by efforts to reduce inflation.
• Changes in economic conditions.
• Limitations in the availability and costs of supplies, materials, contractors, and services that may delay drilling or completion of wells.
• The amount and timing of future development costs.
• The availability and demand for alternative energy sources.
• Regulatory changes, including those related to carbon dioxide and greenhouse gas emissions.

Future Outlook

The company expects to accelerate a consolidation and growth strategy focused in the Rockies, aiming to build a leading oil and gas company through organic growth and strategic acquisitions. Material production growth is anticipated from 32 wells scheduled for completion in Q4 2025 and early Q1 2026. The company plans to maintain its low-cost operator status and conservative capital structure while pursuing accretive acquisitions and operational synergies.

Management Comments

• "We believe that this transaction marks a transformative step for PEDEVCO, positioning us to accelerate a consolidation and growth strategy centered in the Rockies." J. Douglas Schick, President and CEO of PEDEVCO.
• "There is significant opportunity to build a leading oil and gas company in the region through both organic growth and the acquisition of assets on terms that we expect to be more attractive than what we are seeing in other areas, including the Permian Basin." J. Douglas Schick.
• "We look forward to working with our new team members and the new members of our Board to execute this strategy over the next several years, with a continued focus on increasing shareholder value while continually maintaining a strong balance sheet." J. Douglas Schick.
• "Juniper has been keenly focused on the U.S. Rockies for many years given strong well-level economics across multiple formations, extensive remaining drilling inventory spanning a large geographic area, and diverse ownership of assets." Edward Geiser, Executive Managing Partner of Juniper.
• "We believe the newly transformed PEDEVCO, which owns key assets proximal to some of the largest public and private operators, has the opportunity to grow organically through drilling its extensive operated inventory as well as through strategic consolidation." Edward Geiser.
• "We are excited to be partnered with Doug and the PEDEVCO team, and we look forward to creating significant value for all shareholders over the next several years." Edward Geiser.

Industry Context

This merger positions PEDEVCO as a premier publicly-traded operator focused on the U.S. Rockies, a region identified by Juniper Capital for its strong well-level economics, extensive drilling inventory, and diverse asset ownership. The transaction aligns with a broader industry trend of consolidation and strategic growth, with management specifically noting the Rockies as offering more attractive acquisition terms compared to the Permian Basin.

Comparison to Industry Standards

• The company's current production of over 6,500 BOEPD, with over 80% oil, positions it as a significant oil-weighted producer in the Rockies.
• The identified drilling inventory of over a decade on existing acreage suggests a long-term organic growth runway, comparable to established E&P companies.
• The commitment to a low-cost operating model and conservative capital structure (Net Leverage Ratio <= 3.0 to 1.0, Current Ratio >= 1.0 to 1.0) aligns with best practices for financial stability in the E&P sector.

Management Changes

Corporate Governance

Legal Proceedings

• No material actions, suits, investigations, or proceedings by or before any arbitrator or Governmental Authority are pending or threatened against any Loan Party that could reasonably be expected to result in a Material Adverse Effect, or involve any Loan Document or the Transactions, except as disclosed on Schedule 7.05 (not provided in excerpt).

Related Party Transactions

• PIPE Financing participants include Dr. Simon Kukes (Executive Chairman), J. Douglas Schick (President & CEO), Clark R. Moore (EVP, General Counsel & Secretary), John J. Scelfo (Director), Jody D. Crook (Chief Commercial Officer), J PED, LLC (affiliated with Juniper Capital Advisors, L.P.), Reagan T. Dukes (new COO), and Robert J. Long (new CFO).
• The Shareholder Agreement was entered into by PEDEVCO Corp., Century Oil and Gas Holdings, LLC, North Peak Oil & Gas Holdings, LLC, Dr. Simon G. Kukes, and The SGK 2018 Revocable Trust.
• Support Agreements were signed by various 'Supporting Persons' including Dr. Simon Kukes, The SGK 2018 Revocable Trust, J. Douglas Schick, Clark R. Moore, Paul Pinkston, Jody Crook, John K. Howie, John J. Scelfo, H. Douglas Evans, Arvind Krishna, and Charles Hinojosa.
• Employment Agreements were entered into with J. Douglas Schick, Clark R. Moore, and Jody D. Crook, replacing prior agreements.
• Offer Letters were issued to Reagan Tuck Dukes and Robert J. Long, replacing prior employment agreements with the Acquired Companies.

Stakeholder Impact

• Shareholders: Existing common shareholders will experience significant dilution (expected to hold ~14.0% post-conversion), but the transaction aims to create long-term value through strategic growth and operational synergies. New Series A Preferred shareholders (Juniper and PIPE investors) gain substantial ownership and influence.
• Employees: New executive officers (COO, CFO) appointed from the acquired companies, and twelve additional employees from the Portfolio Companies joined PEDEVCO, ensuring seamless integration. Existing executives received new employment agreements and restricted stock awards.
• Lenders: The Amended and Restated Credit Agreement provides an increased borrowing base and new financial covenants, impacting the company's debt structure and obligations.
• Juniper Capital: Becomes the majority owner (~53%) of the combined entity and gains significant board representation and governance rights, aligning their interests with the company's strategic direction.
• Customers/Suppliers: The expanded operational footprint and strategic focus in the Rockies may lead to changes in relationships, though the filing emphasizes continuity and growth.

Next Steps

• Prepare and file an Information Statement with the SEC within 20 days after the Closing Date.
• Resolve any SEC comments on the Information Statement.
• Mail a definitive Information Statement to PEDEVCO's shareholders.
• Effect the automatic conversion of Series A Convertible Preferred Stock into common stock following the 20-day waiting period after Information Statement distribution.
• File the Amended and Restated Charter and Reverse Split Charter Amendment with the Texas Secretary of State within 10 business days following the 20-day Rule 14c-2 period.
• Conduct a scheduled Borrowing Base redetermination on or about December 1, 2025, and semi-annually thereafter (April 1st and October 1st).
• Continue to hedge projected proved developed producing (PDP) crude oil and natural gas production, with initial requirements of at least 75% for months 1-24 and 50% for months 25-36.
• Complete 32 wells of varying working interest in Q4 2025 and early Q1 2026 to generate material production growth.
• Focus on strategic consolidation in the company's areas of focus, targeting accretive acquisitions and operational synergies.
• Host a webcast and conference call on November 5, 2025, to discuss the Mergers.

Key Dates

Recommendation

The merger represents a highly strategic and transformative event for PEDEVCO, significantly enhancing its scale, asset quality, and operational focus within the attractive Rockies region. The substantial capital infusion from the PIPE financing and the upsized credit facility provide a robust financial foundation for executing an aggressive organic growth and strategic consolidation strategy. The new management team and board, with strong representation from Juniper Capital, bring deep industry expertise and a clear vision for value creation. While existing shareholders face dilution, the long-term growth prospects and improved financial positioning make this a compelling 'strong buy' for investors seeking exposure to a revitalized and strategically focused E&P company.

Keywords

Oil and Gas, Energy, Merger, Acquisition, Rockies, DJ Basin, Powder River Basin, Exploration and Production, Credit Agreement, Private Placement, Convertible Preferred Stock, Corporate Governance, PEDEVCO, Juniper Capital