Attached files
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| EX-5.1 - OPINION OF AXELROD & SMITH - META MATERIALS INC. | exhibit_5-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 12,
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. ☐
1
Explanatory Note
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K
filed with the Securities and Exchange Commission (the
“SEC”) on June 12, 2020 by Torchlight Energy Resources,
Inc. (the “Company”) regarding the Company entering
into a Securities Purchase Agreement with an institutional investor
relating to the issuance and sale in a registered direct public
offering of shares of our common stock and the issuance to the
investor of a warrant to purchase shares of our common stock
pursuant to a prospectus supplement dated June 12, 2020 filed by
the Company with the SEC. The
purpose of this Form 8-K/A is to include, as an exhibit (Exhibit
5.1), the legal opinion of Axelrod & Smith relating to the
legality of the issuance and sale of such shares of our common
stock, the warrant and the shares of our common stock issuable upon
exercise of the warrant pursuant to such offering, as well as
Exhibit 23.1 which is included in such opinion. Other than the
addition of the Item 9.01 exhibit, there is no other change to the
body of the original filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following materials are filed as exhibits to this
Current Report on Form 8-K:
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Exhibit
Number
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2
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: June
15, 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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