Current Report Filing (8-k)
January 03 2020 - 04:31PM
Edgar (US Regulatory)
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): January 2,
2020
Torchlight Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
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:
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. ☐
Item 3.02 Unregistered Sales of Equity
Securities.
On
January 2, 2020, we sold 1,666,667 restricted shares of common
stock to an individual investor for a total purchase price of
$1,000,000, in a private offering. As part of the sale, we also
issued the investor a five-year warrant to purchase 1,666,667
shares of common stock at an exercise price of $0.80 per share. The
warrant agreement provides that the holder cannot convert if such
conversion will result in the holder beneficially owning in excess
of 4.99% of our shares of common stock outstanding immediately
after giving effect to such exercise. By written notice, the holder
may from time to time increase or decrease this percentage to any
other percentage not in excess of 19.99%, provided that any such
increase will not be effective until the 61st day after such
notice is delivered to us.
On
December 3, 2019, we sold a $540,000 convertible promissory note to
an individual investor for a purchase price of $540,000, in a
private offering. The promissory note has a term of 12 months and
earns interest at the rate of 10% per annum, to be paid in one lump
sum at maturity. The holder of the promissory note has the right to
convert the note into either common stock at a conversion price of
$0.75 per share or into a working interest in our subsidiary
Hudspeth Oil Corporation’s working interest in certain oil
and gas leases covering 134,000 acres in Hudspeth County, Texas,
known as the “Orogrande Project.” The note
holder’s working interest (determined on a percentage basis)
would be equal to one acre of the Orogrande Project per $1,100 of
principal amount and unpaid interest thereon that is converted. By
way of example, if the holder elects to convert $550,000 in
principal amount and unpaid interest thereon into a working
interest, then such holder would receive 0.00373% of the Orogrande
Project (i.e., a 0.00373% working interest in 100% of the entire
Orogrande Project).
On
November 25, 2019, we sold 300,000 restricted shares of common
stock to an individual investor for a total purchase price of
$180,000, in a private offering.
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: January
3, 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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