Security Type

Security Class Title

Fee Calculation Rule

Amount

Registered (1)(2)

Proposed

Maximum

Offering

Price Per Unit

Maximum

Aggregate

Offering Price

Fee Rate

Amount of

Registration Fee

Equity

Common Stock, par value $0.001 per share

Rule 457(c) and (h)

5,000,000

⁽³⁾

$

0.885

$

4,425,000

$

0.0001476

$

653.13

Total Offering Amounts

$

4,425,000

653.13

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$

653.13

(1)

This Registration Statement on Form S-8 relates to the PEDEVCO CORP. 2021 Equity Incentive Plan, as amended by the First Amendment thereto (the “2021 Plan”) of PEDEVCO Corp. (the “Registrant” or the “Company”). The offer and sale of an aggregate of 5,000,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) reserved under the 2021 Plan for future issuance are being registered herein.

(2)

In accordance with Rule 416 under the Securities Act, this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or similar transactions.

(3)

Represents shares reserved for issuance pursuant to future awards under the 2021 Plan.

(4)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, and based upon the average of the high ($0.90) and low ($0.87) prices of the Registrant’s Common Stock as reported on the NYSE American on September 10, 2024, which date is within five business days prior to filing this Registration Statement.