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): March 9,
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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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.
As
previously reported, on October 17, 2018, we sold to certain
investors in a private transaction 16% Series C Unsecured
Convertible Promissory Notes with a total principal amount of
$6,000,000, with interest and principal due and payable on the
notes in one balloon payment at maturity on April 17, 2020 (at
maturity a total of $1,500,000 in interest would be due and payable
on the notes). On March 9, 2020, each of the noteholders entered
into a Conversion Agreement with us and our subsidiary Hudspeth Oil
Corporation (“Hudspeth”), under which the noteholders
elected to convert the notes, in accordance with their terms, into
an aggregate 6% working interest (of all such holders) in certain
oil and gas leases in Hudspeth County, Texas, known as our
“Orogrande Project.”
The
Conversion Agreements also provided additional consideration to the
noteholders including a limited carry, a top-off obligation of us
and Hudspeth, and warrants to purchase a total of 750,000
restricted shares of our common stock, which warrants will have a
term of five years and an exercise price of $0.70 per share. The
limited carry provides that for the remainder of the 2020 calendar
year, Hudspeth will pay all costs and expenses attributable to the
assigned working interests, except where prohibited by law or
regulation. The top-off obligation provides that, subject to the
terms and conditions of the Conversion Agreements, if (a) we sell
our entire working interest in the Orogrande Project, (b) as part
of such sale, the holder’s entire working interests are sold,
and (c) the gross proceeds received by all the holders in such
transaction are equal to less than $9,000,000; then we must pay the
holders an amount equal to $9,000,000, (i) less gross proceeds the
holders received in the transaction, (ii) less the amount of the
carry the holders received under the Conversion Agreements, and
(iii) less any gross proceeds the holders received in any farmouts
occurring prior to the transaction.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
Reference
is made to the disclosure set forth above under Item 1.01 of this
current report, which disclosure is incorporated herein by
reference.
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: March
9, 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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