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): August 4,
2020
Torchlight Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
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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)
Telephone
– (214) 432-8002
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:
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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 8.01 Other Events.
As
previously disclosed in our current report filed on November 25,
2019, on November 21, 2019 we received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market advising us that
the staff had determined that we no longer meet the requirement of
Listing Rule 5550(a)(2) which requires us to maintain a minimum bid
price of $1 per share. Although we did not regain compliance by the
August 3, 2020 deadline, on August 4, 2020 Nasdaq notified us that
it has granted us an additional 180 calendar days, or until
February 1, 2021, to regain compliance. Our eligibility for the
extension was based on us meeting the continued listing requirement
for market value of publicly held shares and all other applicable
requirements for initial listing on the Nasdaq Capital Market with
the exception of the bid price requirement, and our written notice
of our intention to cure the deficiency during the second
compliance period by effecting a reverse stock split, if necessary.
If at any time during this additional time period the closing bid
price of our common stock is at least $1 per share for a minimum of
10 consecutive business days, we will regain compliance and this
matter will be closed. If we choose to regain compliance by
implementing a reverse stock split, under Nasdaq rules we must
complete the split no later than ten business days prior to
February 1, 2021 in order to timely regain compliance.
Our
press release announcing the extension is attached to this current
report as Exhibits 99.1.
Item 9.01 Financial Statements and 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: August
4, 2020
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By:
/s/ John A.
Brda
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John A.
Brda
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President
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