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): November 2, 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
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Plano, Texas 75093
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(Address of principal executive offices)
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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:
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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 o
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. o
Item
8.01 Other Events.
On November 2, 2020, Torchlight Energy
Resources, Inc. (Torchlight) and Metamaterial Inc. (Metamaterial) announced the extension of their
non-binding letter of intent to November 30, 2020. The letter of intent is for a proposed business combination transaction and
was originally announced on September 21, 2020. The parties are continuing to work toward completion of a definitive agreement
and have agreed to extend the letter of intent, including without limitation the non-solicitation period.
A
copy of the press release announcing the extension is attached to this current report as Exhibit 99.1 and is incorporated herein
by reference.
Forward-Looking
Statement
This
current report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor
created by those sections. All statements in this current report that are not based on historical fact are forward looking
statements. These statements may be identified by words such as estimates, anticipates, projects,
plans, strategy, goal, or planned, seeks, may,
might, will, expects, intends, believes, should,
and similar expressions, or the negative versions thereof, and which also may be identified by their context. All statements that
address operating performance or events or developments Torchlight expects or anticipates will occur in the future, such as stated
objectives or goals, refinement of strategy, attempts to secure additional financing, exploring possible business alternatives,
or that are not otherwise historical facts, are forward-looking statements. While management has based any forward-looking statements
included in this current report on its current expectations, the information on which such expectations were based may change.
Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from
those in the forward-looking statements as a result of various factors, including risks associated with Torchlights ability
to obtain additional capital in the future to fund planned expansion, the demand for oil and natural gas which demand could be
materially affected by the economic impacts of COVID-19 and possible increases in supply from Russia and OPEC, the proposed business
combination transaction with Metamaterial, general economic factors, competition in the industry and other factors that could
cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Additional
risks and uncertainties are described in or implied by the Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations sections of Torchlights 2019 Annual Report on Form 10-K, filed on March 16, 2020 and
other reports filed from time to time with the Securities and Exchange Commission (SEC). Torchlight urges you to
consider those risks and uncertainties in evaluating its forward-looking statements. Readers are cautioned to not place undue
reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal
securities laws, Torchlight disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking
statement contained herein (or elsewhere) to reflect any change in its expectations with regard thereto, or any change in events,
conditions, or circumstances on which any such statement is based.
Additional
Information and Where to Find It
If
a definitive agreement is entered into and in connection with the proposed transactions described herein, Torchlight and Metamaterial
will prepare a proxy statement/prospectus for Torchlights stockholders to be filed with the SEC. The proxy statement/prospectus
will be mailed to Torchlights stockholders. Torchlight and Metamaterial urge investors, stockholders and other interested
persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these
documents will contain important information about the proposed business combination transaction. Such persons can also read Torchlights
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of its officers
and directors and their respective interests as security holders in the consummation of the transactions described herein. Torchlights
definitive proxy statement/prospectus will be mailed to stockholders of Torchlight as of a record date to be established for voting
on the transactions described in this report. Torchlights stockholders will also be able to obtain a copy of such documents,
without charge, by directing a request to: John A. Brda, President of Torchlight Energy Resources, Inc., 5700 W. Plano Parkway,
Suite 3600, Plano, Texas 75093; e-mail: john@torchlightenergy.com. These documents, once available, can also be obtained, without
charge, at the SECs web site (http://www.sec.gov).
Participants
in Solicitation
Torchlight,
Metamaterial and their respective directors, executive officers and other members of their management and employees, under SEC
rules, may be deemed to be participants in the solicitation of proxies of Torchlight stockholders in connection with the proposed
business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and
interests of Torchlights directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which
was filed with the SEC on March 16, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in
the solicitation of proxies to Torchlights stockholders in connection with the proposed business combination will be set
forth in the proxy statement/prospectus for the proposed business combination when available. Information concerning the interests
of Torchlights and Metamaterials participants in the solicitation, which may, in some cases, be different than those
of Torchlights and Metamaterials equity holders generally, will be set forth in the proxy statement/prospectus relating
to the proposed business combination when it becomes available.
Non-Solicitation
This
current report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of Torchlight or Metamaterial, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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: November 2, 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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