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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): February 6,
2018
Torchlight Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
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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))
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On
February 6, 2018, we sold to an investor in a private transaction a
12% unsecured promissory note with a principal amount of
$4,500,000. Interest only is due and payable on the note each month
at the rate of 12% per annum, with a balloon payment of the
outstanding principal due and payable at maturity on April 10,
2020. The holder of the note will also receive annual payments of
common stock at the rate of 2.5% of principal amount outstanding,
based on a volume-weighted average price. We sold the note at an
original issue discount of 96.27% and accordingly, we received
total proceeds of $4,332,150 from the investor. We intend to use
the proceeds for working capital and general corporate purposes,
which includes, without limitation, drilling capital, lease
acquisition capital and repayment of prior debt.
This
12% promissory note allows for early redemption, provided that if
we redeem before February 6, 2019, we must pay the holder all
unpaid interest and common stock payments on the portion of the
note redeemed that would have been earned through February 6, 2019.
The note also contains certain covenants under which we have agreed
that, except for financing arrangements with established commercial
banking or financial institutions and other debts and liabilities
incurred in the normal course of business, we will not issue any
other notes or debt offerings which have a maturity date prior to
the payment in full of the 12% note, unless consented to by the
holder.
Item 3.02 Unregistered Sales of Equity
Securities.
Reference is made to the disclosure set forth above under Item 2.03
of this current report, which disclosure is incorporated herein by
reference. The security was issued 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 issuance of the security did not involve
a “public offering” based upon the following factors:
(i) the issuance of the security was an isolated private
transaction; (ii) a single security was issued to a single
purchaser; (iii) there were no public solicitations; (iv) the
purchaser represented that it was an “accredited
investor”; (v) the investment intent of the purchaser; and
(vi) the restriction on transferability of the security
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: February
9, 2018
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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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