Attached files
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 14,
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. ☐
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Item 1.01 Entry into a Material Definitive Agreement
On
January 14, 2020, Torchlight Energy Resources, Inc.
(“we,” “us” or “our”) entered
into an Underwriting Agreement with Aegis Capital Corp., as
underwriter, relating to the issuance and sale in an underwritten
public offering of 3,285,715 shares of our common stock, par value
$0.001 per share. The public offering price for each share of
common stock is $0.70.
The
Underwriting Agreement contains customary representations,
warranties and agreements by us, customary conditions to closing,
indemnification obligations of us 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, we and
our directors and executive officers agreed not to sell or
otherwise dispose of any of our common stock for a period ending 90
days after the date of the Underwriting Agreement without first
obtaining the written consent of Aegis Capital Corp.
The
common stock is being offered and sold pursuant to our effective
shelf registration statement on Form S-3 (Registration
Statement 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
our 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 to
this current report as Exhibit 5.1.
The net
proceeds to us from the sale of the shares of common stock are
expected to be approximately $1,996,000, after deducting
underwriting discounts and commissions and other estimated offering
expenses payable by us, assuming no exercise by the underwriter of
the 45-day over-allotment option that we have granted it under the
terms of the Underwriting Agreement to purchase up to an additional
492,857 shares of common stock to cover over-allotments, if any.
The offering is expected to close on or about January 16, 2020,
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
attached to this current report as Exhibit 1.1 and is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure.
On
January 13, 2020, we issued a press release announcing the public
offering, and on January 14, 2020, we issued a press release
announcing the pricing terms of the public offering. The
press releases are attached hereto as Exhibits 99.1 and 99.2,
respectively.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following material is filed as an exhibit to this
Current Report on Form 8-K:
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Exhibit
Number
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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: January
14, 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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