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): April 23, 2018
 
Torchlight Energy Resources, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-36247
 
74-3237581
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
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))
 
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.
 
 
 
 
1
 
 
Item 8.01 Other Events.
 
On April 23, 2018, Torchlight Energy Resources, Inc. (the “Company”) issued a press release announcing that it had closed its previously announced underwritten public offering of shares of common stock at a public offering price of $1.15 per share. The Company sold a total 5,750,000 shares under the offering, which amount includes the full exercise of the over-allotment option. The net proceeds to the Company, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $6.0 million.  The press release is attached hereto as Exhibits 99.1.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
 
Exhibit
Number
 
 
 
 
 
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.
 
 
Torchlight Energy Resources, Inc.
 
 
Date:  April 23, 2018
By: /s/ John A. Brda
 
John A. Brda
 
Chief Executive Officer, President and Secretary
 
 
 
 
 
 
 
 
 
2