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 7,
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 8.01 Other Events.
On
April 7, 2020, Torchlight Energy Resources, Inc. and one of its
noteholders agreed to a short-term extension of the maturity dates
on two promissory notes that have a total of $8,500,000 in
outstanding principal, extending the notes from April 10, 2020 to
April 20, 2020. We originally issued the promissory notes on April
10, 2017 and February 6, 2018, respectively. We are presently
negotiating long-term extension agreements for these two promissory
notes. We hope to finalize the long-term extensions as soon as
possible.
On
February 19, 2020, we extended the maturity date of a third note
that was issued to an entity affiliated with the above noteholder
on April 10, 2017, as disclosed in the Form 8-K we filed on
February 20, 2020.
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements include, among other things, statements
regarding plans, objectives, goals, strategies, future events or
performance and underlying assumptions and other statements, which
are other than statements of historical facts. Forward-looking
statements generally can be identified by words such as
“anticipates,” “believes,”
“estimates,” “expects,”
“intends,” “plans,” “predicts,”
“projects,” “will be,” “will
continue,” “will likely result,” and similar
expressions. These forward-looking statements are based on current
expectations and assumptions that are subject to risks and
uncertainties, which could cause our actual results to differ
materially from those reflected in the forward-looking statements.
Factors that could cause or contribute to such differences include,
but are not limited to, those discussed in documents we file with
the Securities and Exchange Commission (“SEC”).
Important factors that in our view could cause material adverse
effects on our financial condition and results of operations
include, but are not limited to, risks associated with the
company’s ability to extend or restructure existing debt, to
obtain additional capital in the future to repay outstanding debt
and fund planned expansion, the demand for oil and natural gas
which demand could be materially affected by the economic impacts
of COVID-19 and anticipated increases in supply from Russia and
OPEC, general economic factors, competition in the industry, our
ability to regain and maintain compliance with the minimum bid
price requirement of the Nasdaq Stock Market, and other factors
that may cause actual results to be materially different from those
described herein as anticipated, believed, estimated or expected.
We undertake no obligation to revise or publicly release the
results of any revision to any forward-looking statements, except
as required by law. Given these risks and uncertainties, readers
are cautioned not to place undue reliance on such forward-looking
statements.
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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