SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Report (Date of Earliest Event Reported): September 28,
Torchlight Energy Resources, Inc.
name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
Plano Parkway, Suite 3600
of principal executive offices)
– (214) 432-8002
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))
Item 1.01 Entry into a Material Definitive Agreement.
September 28, 2016, we entered into a Resignation and Settlement
Agreement (the “Resignation Agreement”) with Willard G.
McAndrew, our Chief Operating Officer and director, which agreement
becomes effective on October 5, 2016 (the “Effective
Date”). Under the terms and conditions of the agreement, on
the Effective Date (i) the entire unvested portion of Mr.
McAndrew’s stock options granted pursuant to his Stock Option
Agreement dated June 11, 2015 (the “Stock Options”)
will not vest and will be null and void, amounting to the
termination of 750,000 unvested Stock Options, and Mr. McAndrew
will surrender for cancellation a total of 250,000 vested Stock
Options, leaving Mr. McAndrew with 2,000,000 Stock Options at an
exercise price of $1.57 per share that he was granted pursuant to
the Stock Option Agreement, (ii) the Stock Options will be modified
to expire on June 11, 2019, and (iii) we will owe Mr. McAndrew a
total amount of cash compensation of $789,454.29, all of which will
be used to exercise a portion of the Stock Options, and
accordingly, he will be issued a total of 502,837 shares of common
stock pursuant to the exercise of the Stock Options, leaving him
with 1,497,163 of those Stock Options. On October 6, 2016, one day
after the Effective Date, Mr. McAndrew will resign as Chief
Operating Officer and director of Torchlight Energy Resources, Inc.
and all of its subsidiaries, and his Employment Agreement dated
June 16, 2015, will terminate. Under the Resignation Agreement, Mr.
McAndrew will continue to be bound by confidentiality and
non-compete provisions (subject to certain modifications) of his
terminated Employment Agreement. We have agreed to file a
registration statement covering the resale of 1,500,000 shares
underlying other outstanding stock options and 900,000 shares
underlying warrants he beneficially owns, for a total of 2,400,000
shares—all of which have an exercise price of $2.09. The
Resignation Agreement also provides mutual release and
indemnification provisions, as well as an arbitration
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
is made to the disclosure set forth above under Item 1.01 of this
current report, which disclosure is incorporated herein by
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.
Energy Resources, Inc.
/s/ John Brda
and Chief Executive Officer