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): May 6, 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 3.02 Unregistered Sales of Equity Securities.
On May
6, 2020, we issued 1,630,434 restricted shares of common stock to
an investor for the purchase price of $750,000. The investor,
Maverick Oil & Gas Corporation, is the operator for our
Orogrande Project. Our subsidiary Hudspeth Oil Corporation owed the
investor in excess of $750,000 on unpaid balances and cost overruns
on work performed on the Orogrande Project, which amount is due and
payable now. The investor agreed to exchange $750,000 in accounts
receivable owed to it by Hudspeth Oil as consideration for the
purchase of the common stock. Under the terms of the sale, we
provided registration rights to the investor.
On
April 29, 2020, we issued 142,857 restricted shared of common stock
to a consultant as consideration for $60,000 in investor relations
services.
As
previously reported in our Form 8-K filed on March 10, 2020, in
connection with the conversion of then outstanding 16% Series C
Unsecured Convertible Promissory Notes, on March 9, 2020 we issued
the noteholders warrants to purchase a total of 750,000 restricted
shares of our common stock. The warrants have a term of five years
and an exercise price of $0.70 per share.
On
February 24, 2020, we issued a warrant to purchase 215,000
restricted shares of our common stock to a consultant as
consideration for providing market research and analysis services.
The warrant has a term of five years and an exercise price of $0.70
per share.
All of
the above sales of securities were sold under the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933 and the rules and regulations promulgated thereunder. The
issuances of securities did not involve a “public
offering” based upon the following factors: (i) the issuances
of securities were isolated private transactions; (ii) a limited
number of securities were issued to a limited number of purchasers;
(iii) there were no public solicitations; (iv) the investment
intent of the purchasers; and (v) the restriction on
transferability of the securities issued.
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: May
11, 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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