UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 20,
2020
Torchlight Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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001-36247
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74-3237581
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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5700 W.
Plano Parkway, Suite 3600
Plano,
Texas 75093
(Address
of principal executive offices) (Zip Code)
(214)
432-8002
(Registrant’s
telephone number, including area code)
Not
applicable
(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 (see General Instruction A.2.
below):
☐ 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:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
Stock, $0.001 par value
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TRCH
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined 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 check mark 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
1.01
Entry
into a Material Definitive Agreement.
On July
20, 2020, Torchlight Energy Resources, Inc. (the
“Company”) entered into a Sales Agreement (the
“Sales Agreement”) with Roth Capital Partners, LLC (the
“Agent”) to conduct an “at-the-market”
equity offering program pursuant to which the Company may issue and
sell, from time to time at its sole discretion, shares of its
common stock, par value $0.001 per share, having an aggregate
offering price of up to $7,000,000 (the “Shares”),
through or to the Agent, as the Company’s sales
agent.
Subject
to the terms and conditions of the Sales Agreement, the Agent will
use its commercially reasonable efforts to sell the Shares from
time to time, based upon the Company’s instructions. The
Company has no obligation to sell any of the Shares, and may, at
any time, suspend the sale of the Shares under the Sales Agreement
upon proper notice to the other party. The Sales Agreement will
terminate upon the issuance and sale of all of the Shares through
or to the Agent, unless earlier terminated in accordance with its
terms.
The
Company has provided the Agent with customary indemnification
rights, and the Agent will be entitled to an aggregate fixed
commission of 3.0% of the gross proceeds from Shares sold through
the Agent under the Sales Agreement.
Sales
of the Shares under the Sales Agreement will be made in
transactions that are deemed to be “at-the-market
offerings” as defined in Rule 415 under the Securities Act of
1933, as amended, including sales made by means of ordinary
brokers’ transactions, including on The Nasdaq Capital
Market, at market prices or as otherwise agreed to with the
Agent.
The
foregoing description of the Sales Agreement set forth herein does
not purport to be complete and is qualified in its entirety by
reference to the full text thereof, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
The Shares have been registered under the Securities Act of
1933, as amended, pursuant to the
Registration Statement on Form S-3 (No. 333220181)
filed by the Company with the Securities and Exchange Commission
(the “SEC”) on August 25, 2017, and declared effective
on September 28, 2017 (the
“Registration Statement”). A base prospectus relating
to certain securities of the Company, including the Shares, was
included with the Registration Statement. On July 20, 2020, the
Company filed a prospectus supplement with the SEC relating to the
offering of the Shares pursuant to the Sales
Agreement.
This
Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities law of
any such state or jurisdiction.
Item
9.01.
Financial
Statements and Exhibits.
(d) Exhibits.
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.
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Torchlight
Energy Resources, Inc.
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Date: July
20, 2020
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By:
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/s/ John A. Brda
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Name:
John A. Brda
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Title:
Chief Executive Officer and President
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