ADDED
On March 13, 2026, the Company effected a 20-for-1 reverse stock split of its common stock.
The aggregate market value disclosed above reflects the closing price and shares outstanding as of June 30, 2025 and has not been adjusted to give retroactive effect to the reverse stock split.
As of March 27, 2026, 13,300,621 shares of the registrant s common stock, $0.001 par value per share, were outstanding.
Following effectiveness of the Stockholder Authority, the Company s Board approved an amendment to our Second Amended and Restated Certificate of Formation to effect a reverse stock split of our common stock at a ratio of 1-for-20, and to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined (the Reverse Stock Split ).
On March 10, 2026, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Formation (the Certificate of Amendment ) with the Secretary of State of the State of Texas to effect the Reverse Stock Split.
Pursuant to the Certificate of Amendment, the Reverse Stock Split became effective on March 13, 2026 at 12:01 a.m.
The shares of the Company s common stock began trading on the NYSE American ( NYSE ) on a post-split basis on March 13, 2026, with a new CUSIP number of 70532Y402.
At the Effective Time, every twenty (20) shares of issued and outstanding common stock will be converted into one (1) share of issued and outstanding common stock.
In addition, the number of shares of common stock issuable upon exercise of our stock options and other equity awards (including shares reserved for issuance under the Company s equity compensation plans) were proportionately adjusted by the applicable administrator, using the 1-for-20 ratio, and rounded down to the nearest whole share, effective as of the Effective Time, pursuant to the terms of the Company s equity compensation plans.
In addition, the exercise price for each outstanding stock option was increased in inverse proportion to the 1-for-20 split ratio such that, upon exercise, the aggregate exercise price payable by the optionee to the Company for the shares subject to the option will remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to the terms of such securities.
REMOVED
As of March 28, 2025, 91,339,385 shares of the registrant s common stock, $0.001 par value per share, were outstanding.
Restatement of Previously Issued Consolidated Financial Statements As previously disclosed in the Current Report on Form 8-K filed by the PEDEVCO Corp (the Company ) with the Securities and Exchange Commission on March 25, 2025, in connection with the preparation of the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company concluded that in prior years it had not appropriately accounted for the depletion expense related to its oil and gas properties.
These errors led to an overstatement of depletion expense during the impacted periods.
On March 28, 2025, the Audit Committee (the Audit Committee ) of the Company s Board of Directors, after discussion with senior management and the Company s independent registered public accountants, concluded that the errors were material to the Company's Prior Financial Statements and the Prior Financial Statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022, included in the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, should no longer be relied upon due to the impact of the unintentional error noted above.
This Annual Report on Form 10-K includes restated Consolidated Financial Statements as of and for the years ended December 31, 2023 and 2022.
Refer to Note 4, Restatement of Previously Issued Consolidated Financial Statements, in the accompanying Consolidated Financial Statements included in Part II, Item 8 for additional information, including the impact on the specific accounts.
Restatement Overview The following items have been restated, as appropriate, to correct the errors noted above: Part II - Item 7.
Management s Discussion and Analysis of Financial Condition and Results of Operations Part II - Item 8.
Exhibits and Financial Statement Schedules Internal Control Considerations Management determined that the restatement of our previously issued financial statements as described above indicates the existence of a material weakness in our internal control over financial reporting and that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2024.
Management has created a plan of remediation to address the material weakness.