Amended Statement of Ownership (sc 13g/a)
February 05 2019 - 6:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Torchlight
Energy Resources, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
89102U103
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see
the
Notes
).
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1.
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NAMES OF
REPORTING PERSONS
Anthion Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
2,034,513
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
2,034,513
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,513
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
2.9%(1)
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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(1)
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Based on 70,112,376 shares of common stock outstanding on November 9, 2018 as disclosed in the
Issuers Form
10-Q
filed with the Securities and Exchange Commission (the SEC) on November 9, 2018.
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1.
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NAMES OF
REPORTING PERSONS
Anthion Partners II LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
2,034,513
|
|
6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
2,034,513
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,513
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10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
2.9% (1)
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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(1)
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Based on 70,112,376 shares of common stock outstanding on November 9, 2018 as disclosed in the
Issuers Form
10-Q
filed with the SEC on November 9, 2018.
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1.
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NAMES OF
REPORTING PERSONS
David Moradi
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
4,176,891
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
4,176,891
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8.
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SHARED DISPOSITIVE POWER
0
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9.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,176,891
|
10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
6.0%(1)
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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(1)
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Based on 70,112,376 shares of common stock outstanding on November 9, 2018 as disclosed in the
Issuers Form
10-Q
filed with the SEC on November 9, 2018.
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Schedule 13G
This Amendment No. 1 (the Amendment) amends the Schedule 13G originally filed by Anthion Management, LLC, a Delaware limited liability
company (Anthion Management), Anthion Partners II LLC, a Delaware limited liability company (Anthion Partners), and David Moradi (together with Anthion Management and Anthion Partners, collectively, the Reporting
Persons), relating to Common Stock, $0.001 par value (Common Stock), of Torchlight Energy Resources, Inc., a Nevada corporation (the Issuer) on April 25, 2018 (the Schedule 13G).
The Schedule 13G is hereby amended and restated to read as follows:
Item 1 (a). Name of Issuer:
Torchlight Energy
Resources, Inc.
Item 1 (b). Address of Issuers Principal Executive Offices:
5700 W. Plano Parkway, Suite 3600
Plano, Texas 75093
Item 2 (a). Name of Person Filing:
This
statement is being filed by the following persons:
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(i)
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Anthion Management, LLC, a Delaware limited liability company;
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(ii)
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Anthion Partners II LLC, a Delaware limited liability company; and
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Item 2 (b). Address of Principal Business Office or, if None, Residence:
The address for each of the Reporting Persons is:
119 Washington
Avenue, Suite 406
Miami Beach, FL 33139
Item 2 (c). Citizenship:
Anthion Management
Delaware
Anthion Partners Delaware
David
Moradi United States of America
Item 2 (d). Title of Class of Securities:
Common Stock, $0.001 par value
Item 2 (e). CUSIP
Number:
89102U103
For Anthion Management:
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(a)
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Amount beneficially owned: 2,034,513 shares of Common Stock
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(b)
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Percent of class: 2.9%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 2,034,513
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 2,034,513
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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For Anthion Partners:
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(a)
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Amount beneficially owned: 2,034,513 shares of Common Stock
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(b)
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Percent of class: 2.9%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 2,034,513
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 2,034,513
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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For David Moradi:
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(a)
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Amount beneficially owned: 4,176,891 shares of Common Stock
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(b)
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Percent of class: 6.0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 4,176,891
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 4,176,891
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Based on 70,112,376 shares of common stock outstanding on November 9, 2018 as disclosed in the Issuers Form
10-Q
filed with the Securities and Exchange Commission (the SEC) on November 9, 2018.
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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Not Applicable.
Item 8.
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Identification and Classification of Members of the Group.
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The Reporting Persons may be deemed to be a group.
Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 5, 2019
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ANTHION MANAGEMENT, LLC
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/s/ David Moradi
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By: David Moradi
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Title: Managing Member
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ANTHION PARTNERS II LLC
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By:
Anthion Management, LLC, its manager
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/s/ David Moradi
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By: David Moradi
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Title: Managing Member
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DAVID MORADI
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/s/ David Moradi
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David Moradi
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