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): January 22, 2021

Torchlight Energy Resources, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 o

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. o

Item 8.01. Other Events.

As previously reported, on November 21, 2019 the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notified Torchlight Energy Resources, Inc. (“Torchlight”) that Torchlight’s common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2). On January 22, 2021, the Staff notified Torchlight that it has determined that for the 10 consecutive business days, from January 7 to January 21, 2021, the closing bid price of Torchlight’s common stock has been at $1.00 per share or greater. Accordingly, Torchlight has regained compliance with Listing Rule 5550(a)(2). Accordingly, Torchlight has been removed from Nasdaq’s non-compliance list, and the matter is now closed.

On January 25, 2021, Torchlight issued a press release announcing that Torchlight has regained compliance with Nasdaq Listing Rule 5550(a)(2). A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

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.