Amended Statement of Ownership (sc 13g/a)
February 11 2021 - 6:10AM
Edgar (US Regulatory)
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, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on 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).
CUSIP No. 89102U103
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13G
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Page 2
of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ionic Ventures 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
California, United States
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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
0
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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
0
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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
0 (1)
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10.
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CHECK
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)
0%
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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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As
more fully described in Item 4, as of February 8, 2021, the Reporting Person is the beneficial
owner of 1,650,000 shares of Common Stock, which represents 1.18% of the class outstanding.
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CUSIP No. 89102U103
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13G
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Page 3
of 9 Pages
|
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brendan O’Neil
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
(1)
|
As
more fully described in Item 4, as of February 8, 2021, the Reporting Person is the beneficial
owner of 1,650,000 shares of Common Stock, which represents 1.18% of the class outstanding.
|
CUSIP No. 89102U103
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13G
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|
Page 4
of 9 Pages
|
|
|
1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith Coulston
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
(1)
|
As
more fully described in Item 4, as of February 8, 2021, the Reporting Person is the beneficial
owner of 1,650,000 shares of Common Stock, which represents 1.18% of the class outstanding.
|
CUSIP No. 89102U103
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13G
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Page 5
of 9 Pages
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Item
1(a). Name of Issuer:
Torchlight
Energy Resources, Inc. (the “Issuer”)
Item
1(b). Address of Issuer’s Principal Executive Offices:
The
Issuer’s principal executive offices are located at 5700 W. Plano Parkway, Suite 3600, Plano Texas 75093.
Item
2(a). Names of Persons Filing:
This statement is filed by:
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(i)
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Ionic Ventures LLC, a California
limited liability company (“Ionic”);
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(ii)
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Brendan O’Neil (“Mr. O’Neil”);
and
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(iii)
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Keith Coulston (“Mr. Coulston”).
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The
foregoing persons are hereinafter sometimes collectively referred to as the (“Reporting Persons”). Any disclosures
herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the
appropriate party.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The
filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256 San Francisco, CA 94123.
Item
2(c). Citizenship:
Ionic
is a limited liability company organized under the laws of California. Each of Mr. O’Neil and Mr. Coulston is a citizen
of the United States.
Item
2(d). Title of Class of Securities:
Common
Stock, $0.001 par value (the “Common Stock”)
Item
2(e). CUSIP Number:
89102U103
CUSIP No. 89102U103
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13G
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Page 6
of 9 Pages
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Item
3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is
a:
Not
applicable.
Item
4. Ownership.
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page
to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. As of December 31, 2020, Ionic was
the beneficial owner of 0 shares of Common Stock.
As
of February 8, 2021, Ionic is the beneficial owner of 1,650,000 shares of Common Stock (the “Shares”), which represents
1.18% of the class outstanding. Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which
power may be exercised by its managers, Mr. O’Neil and Mr. Coulston. Mr. O’Neil and Mr. Coulston, as managers of Ionic,
have shared power to vote and/or dispose of the Shares beneficially owned by Ionic. Neither Mr. O’Neil nor Mr. Coulston
directly owns any shares of Common Stock of the Issuer. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O’Neil
and Mr. Coulston may be deemed to beneficially own the Shares beneficially owned by Ionic.
The
ownership percentage reported above are based on information reported in the Issuer’s prospectus supplement on Form 424B5
filed with the U.S. Securities and Exchange Commission on February 8, 2021 that there are 139,608,381shares of Common Stock of
the Issuer outstanding.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
CUSIP No. 89102U103
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13G
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Page 7
of 9 Pages
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Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
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, other than
activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. 89102U103
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13G
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Page 8
of 9 Pages
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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.
Date: February 10, 2021
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IONIC VENTURES, LLC
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/s/ Keith
Coulston
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Name: Keith Coulston
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Title: Partner
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/s/ Brendan
O’Neil
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Brendan O’Neil
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/s/ Keith
Coulston
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Keith Coulston
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CUSIP No. 89102U103
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13G
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Page 9
of 9 Pages
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EXHIBIT
1
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree
that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original, but all of which counterparts shall together constitute one and the same instrument.
Date: February 10, 2021
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IONIC VENTURES, LLC
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/s/ Keith
Coulston
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Name: Keith Coulston
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Title: Partner
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/s/ Brendan
O’Neil
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Brendan O’Neil
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/s/ Keith
Coulston
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Keith Coulston
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