UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~June 14, 2019

PLEDGE PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

Delaware	000-53488	26-1856569
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

~~1701~~576 ~~Commerce~~S. ~~Street,~~Foothills ~~2nd~~Plaza ~~Floor~~Dr. #163

~~Houston~~Maryville, ~~Texas~~Tennessee ~~77002~~37801

(Address of Principal Executive Office) (Zip Code)

(~~832~~865) ~~328~~227-~~0169~~ 4818

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol(s)		Name of each exchange on which registered
N/A	N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~ITEM~~Item 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On ~~March~~June 14, 2019, Pledge Petroleum Corp., a Delaware corporation (the ~~Board~~“Company”), ofentered ~~Directors~~ into a Securities Purchase Agreement dated as of ~~Pledge~~June ~~Petroleum~~11, ~~Corp.~~2019 (the “~~Company~~Securities Purchase Agreement”) ~~retained~~with ~~Accell~~Geneva ~~Audit~~Roth ~~and~~Remark ~~Compliance~~Holdings, ~~P.A.~~Inc (the “~~Accell~~Purchaser”), aspursuant ~~its~~to which ~~independent~~the ~~registered~~Company ~~public~~issued ~~accounting~~to ~~firm~~the ~~responsible~~Purchaser ~~for~~a ~~auditing~~Convertible ~~its~~Promissory ~~financial~~Note ~~statements~~(the “Note”) in the aggregate principal amount of $53,000. The Note has a maturity date of June 11, 2020 and the Company has agreed to ~~replace~~pay ~~RBSM~~interest ~~LLP~~on the unpaid principal balance of the Note at the rate of ten percent (10%) per annum from the date on which the Note is issued (the “~~RBSM~~Issue Date”) ~~who~~until ~~was~~the ~~dismissed~~same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note, provided it makes a payment to the Purchaser as ~~its~~set ~~independent~~forth ~~registered~~in ~~public~~the ~~accounting~~Note. ~~firm~~The transactions described above closed on June 18, 2019.

~~RBSM’s~~The ~~reports~~outstanding principal amount of the Note (if any) is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at ~~financial~~a ~~statements~~conversion asprice ofset ~~and~~forth ~~for~~in the ~~two~~Note, ~~years~~subject ~~ended~~to ~~December~~adjustment 31as set forth in the Note. In addition, ~~2017~~upon the occurrence and ~~2016,~~during ~~did~~the ~~not~~continuation ~~contain~~of an ~~adverse~~Event ~~opinion~~of orDefault ~~disclaimer of~~(as ~~opinion~~defined in the Note), ~~and~~the ~~were~~Note ~~not~~shall ~~qualified~~become orimmediately ~~modified~~due asand payable and the Company shall pay to ~~uncertainty~~the Purchaser, ~~audit~~in ~~scope~~full satisfaction of its obligations hereunder, oradditional ~~accounting~~amounts ~~principles~~as set forth in the Note.

The ~~decision~~Note tocontains ~~dismiss~~certain ~~RBSM~~covenants, such as restrictions on (i) distributions on capital stock, (ii) stock repurchases, (iii) the incurrence of indebtedness, and (iv) sales of assets and the ~~selection~~transfer of assets. The Note also contains certain anti-dilution provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions. In addition, subject to limited exceptions, the Purchaser will not have the right to convert any portion of ~~Accell~~the ~~was~~Note ~~unanimously~~if ~~approved~~the byPurchaser, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s ~~board~~Common ofStock ~~directors~~outstanding immediately after giving effect to its conversion.

~~During~~ The ~~the~~foregoing ~~years~~description ~~ended~~of ~~December~~the terms ~~31,~~of ~~2017 and~~the ~~2016,~~Note and in the ~~subsequent~~Securities ~~interim~~Purchase ~~period~~Agreement ~~through~~do ~~March~~not ~~14,~~purport ~~2019~~to ~~(the~~be ~~date~~complete ofand ~~dismissal~~are ofqualified ~~RBSM),~~in ~~there~~their ~~were~~entirety noby ~~disagreements~~reference ~~with~~to ~~RBSM~~the onprovisions ~~any matter~~ of ~~accounting~~such ~~principles or practices~~agreements, ~~financial~~the ~~statement~~forms ~~disclosure,~~of ~~or auditing scope or procedure,~~ which ~~disagreements,~~are iffiled ~~not~~as ~~resolved~~Exhibits to4.1 ~~the~~and ~~satisfaction~~10.1, ~~of RBSM~~respectively, ~~would have caused it~~ to ~~make~~this ~~reference~~Current ~~to the subject matter~~Report ~~of the disagreement in connection with its reports~~ on ~~the~~Form ~~Company’s financial statements for such years~~8-K.

~~During~~Item ~~the~~2.03. ~~year~~Creation ~~ended~~of ~~December~~a ~~31,~~Direct ~~2017 and~~Financial inObligation ~~the~~or ~~subsequent~~an ~~interim~~Obligation ~~period~~Under ~~through~~an ~~March~~Off-Balance ~~14,~~Sheet ~~2019,~~Arrangement ~~there~~of ~~were no events otherwise reportable under Item 304(~~a~~)(1)(v) of~~ ~~Regulation S-K~~Registrant.

~~During~~The ~~the~~information ~~Company’s~~required ~~two~~by ~~most~~this ~~recent~~Item 2.03 ~~years~~is ~~and~~set inforth ~~the~~under ~~subsequent~~Item 1.01 ~~interim~~above period through March 14, 2019, the Company did not consult with Accell regarding the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and ~~neither~~is ahereby ~~written~~incorporated ~~report nor oral advice was provided that was an important factor considered~~ by ~~the~~reference ~~Company~~ in ~~reaching~~response ~~a decision as~~ to ~~the~~this ~~accounting, auditing or financial reporting issue, or with any of the matters outlined in~~ Item ~~304(a)(~~2~~)(ii) of Regulation S-K~~.03.

~~The~~Item Company provided RBSM with a copy of this Current Report on Form 8-K prior to its filing with the SEC, and requested RBSM furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company above, and if not, stating the respects in which it does not agree3.02. AUnregistered ~~copy~~Sales of ~~RBSM’s~~Equity ~~letter dated March 15, 2019, is attached hereto as Exhibit 16~~Securities.1.

The information required by this Item 3.02 is 9set forth under Item 1.01 ~~Financial~~above ~~Statements~~and is hereby incorporated by reference in response to this Item 3.02. The Note and ~~Exhibits~~the shares of Common Stock issuable upon conversion of the Note were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), based on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

Item ~~(a)~~9.01. –Financial ~~(c)~~Statements and Exhibits.

~~N/A~~(d) Exhibits

~~(d)~~The ~~Exhibits.~~following exhibits are filed with this Current Report on Form 8-K:

16.1 Letter from RBSM LLP to the SEC dated March 15, 2019

Exhibit 4.1	Convertible Promissory Note

Exhibit 10.1	Securities Purchase Agreement, dated June 11, 2019, by and between Pledge Petroleum Corp. and Geneva Roth Remark Holdings, Inc

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 18, 2019	PLEDGE PETROLEUM CORP.
Dated: June 19, 2019	PLEDGE PETROLEUM CORP.
	By:	/s/ Christopher Headrick
	Name:	Christopher Headrick
	Title:	Chief Executive Officer

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