SEC Comment Letter for PEDEVCO CORP (PED) (CIK 0001141197) (PED) — Nov 22, 2016
PEDEVCO CORP (PED) (CIK 0001141197)
Date: Nov. 22, 2016 · CIK: 0001141197 · Accession: 0000000000-16-102022
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-214415
Letter
Mail Stop 4628 November 22, 2016 Michael L. Peterson Chief Executive Officer PEDEVCO Corp. 4125 Blackhawk Plaza Circle, Suite 201 Danville , CA 94506
Re: PEDEVCO Corp . Registration Statement on Form S -3 Filed November 3 , 2016 File No. 333-214415
Dear Mr. Peterson :
We have limited our review of your registration statement to those issues w e have addressed in our comment .
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments.
Sales Agreement Prospectus
Plan of Distribution, page S -19
1. The sales agreement prospectus references the offering of “up to $2,000,000” of common stock and your Explan atory Note in the forepart provides that the $2,000,000 of common stock is included in the $100,000,000 of securities that may be offered under the registration statement. With regards to your sales agreement prospectus, the disclosure here and on the cove r page states that sales may be made “in sales deemed to be ‘at the market offerings’ as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through the NYSE MKT, the exis ting trading market for our common stock, sales made to or through a market maker other than on an exchange or
Michael L. Peterson PEDEVCO Corp. November 22, 2016 Page 2
otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/ or any other method permitted by law. ” Please tell us whether sales made to or through a market maker or sales made in privately -negotiated transactions satisfy the “at the market offering” definition under Rule 415. If any sales method does not constitu te a sales method that is deemed to be an “at the market offering” as defined in Rule 415 or if any material information with respect to a particular offering has been omitted, ple ase confirm that you will file an additional prospectus supplement at the ti me of such sales or tell us why such additional filing would not be necessary.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence o f action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Parhaum J. Hamidi , Attorney -Adviser , at (202) 551 -3421 or, in his absence, me at (202) 551 -3642 with any questions.
Sincerely,
/s/ Loan Lauren P. Nguyen
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Mail Stop 4628 November 22, 2016 Michael L. Peterson Chief Executive Officer PEDEVCO Corp. 4125 Blackhawk Plaza Circle, Suite 201 Danville , CA 94506 Re: PEDEVCO Corp . Registration Statement on Form S -3 Filed November 3 , 2016 File No. 333-214415 Dear Mr. Peterson : We have limited our review of your registration statement to those issues w e have addressed in our comment . Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. Sales Agreement Prospectus Plan of Distribution, page S -19 1. The sales agreement prospectus references the offering of “up to $2,000,000” of common stock and your Explan atory Note in the forepart provides that the $2,000,000 of common stock is included in the $100,000,000 of securities that may be offered under the registration statement. With regards to your sales agreement prospectus, the disclosure here and on the cove r page states that sales may be made “in sales deemed to be ‘at the market offerings’ as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through the NYSE MKT, the exis ting trading market for our common stock, sales made to or through a market maker other than on an exchange or Michael L. Peterson PEDEVCO Corp. November 22, 2016 Page 2 otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/ or any other method permitted by law. ” Please tell us whether sales made to or through a market maker or sales made in privately -negotiated transactions satisfy the “at the market offering” definition under Rule 415. If any sales method does not constitu te a sales method that is deemed to be an “at the market offering” as defined in Rule 415 or if any material information with respect to a particular offering has been omitted, ple ase confirm that you will file an additional prospectus supplement at the ti me of such sales or tell us why such additional filing would not be necessary. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence o f action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Parhaum J. Hamidi , Attorney -Adviser , at (202) 551 -3421 or, in his absence, me at (202) 551 -3642 with any questions. Sincerely, /s/ Loan Lauren P. Nguyen Loan Lauren P. Nguyen Legal B ranch Chief Office of Natural Resources