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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): April 18,
2018
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))
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. ☐
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Item 1.01 Entry into a Material Definitive Agreement
On
April 19, 2018, Torchlight Energy Resources, Inc. (the
“Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Roth Capital Partners,
LLC (the “Underwriter”), relating to the issuance and
sale in an underwritten public offering of 5,000,000 shares of the
Company’s common stock, par value $0.001 per share (the
“Common Stock”). The public offering price for each
share of Common Stock is $1.15.
The
Underwriter will purchase the shares of Common Stock from the
Company at a price of $1.0752 per share, representing a 6.5%
discount from the public offering price. The Underwriter is acting
as the sole manager for the offering.
The
Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of
the parties to such agreement and may be subject to limitations
agreed upon by the contracting parties.
Pursuant to the
Underwriting Agreement, and subject to certain exceptions, the
Company and its directors and officers agreed not to sell or
otherwise dispose of any Common Stock for a period ending 90 days
after the date of the final prospectus used to sell the Common
Stock in the offering without first obtaining the written consent
of the Underwriter.
The
Common Stock is being offered and sold pursuant to the
Company’s effective registration statement on Form S-3
(File No. 333-220181) filed with the Securities and Exchange
Commission (the “SEC”) on August 25, 2017 and declared
effective by the SEC on September 28, 2017, the accompanying
prospectus contained therein, and preliminary and final prospectus
supplements filed with the SEC in connection with the
Company’s takedown relating to the offering. A copy of the
opinion of Axelrod & Smith relating to the legality of the
issuance and sale of the shares of Common Stock in the offering is
attached as Exhibit 5.1 hereto.
The net
proceeds to the Company from the sale of the shares of Common Stock
is expected to be approximately $5.18 million, after deducting
underwriting discounts and commissions and other estimated offering
expenses payable by the Company, assuming no exercise by the
Underwriter of the 30-day over-allotment option that the Company
has granted it under the terms of the Underwriting Agreement to
purchase up to an additional 750,000 shares of Common Stock to
cover over-allotments, if any. The offering is expected to close on
or about April 23, 2018, subject to customary closing
conditions.
The
foregoing description of the terms of the Underwriting Agreement
does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the Underwriting Agreement, which is
filed herewith as Exhibit 1.1 and is incorporated herein by
reference.
Item 8.01 Other Events.
On
April 18, 2018, the Company issued a press release announcing the
offering, and on April 19, 2018, the Company issued a press release
announcing the pricing terms of the offering. The press
releases are attached hereto as Exhibits 99.1 and 99.2,
respectively.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements that
involve risks and uncertainties, such as statements related to the
anticipated closing of the offering and the amount of net proceeds
expected from the offering. The risks and uncertainties involved
include the Company’s ability to satisfy certain conditions
to closing on a timely basis or at all, market conditions, and
other risks detailed from time to time in the Company’s
periodic reports and other filings with the SEC. You are cautioned
not to place undue reliance on forward-looking statements, which
are based on the Company’s current expectations and
assumptions and speak only as of the date of this Current Report on
Form 8-K. The Company does not intend to revise or update any
forward-looking statement in this Current Report on Form 8-K as a
result of new information, future events or otherwise, except as
required by law.
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Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
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23.1
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Consent
of Axelrod & Smith (included in Opinion of Axelrod & Smith
filed as Exhibit 5.1)
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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: April
19, 2018
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By:
/s/ John A.
Brda
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John A.
Brda
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Chief
Executive Officer, President and Secretary
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