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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 4,
2019
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))
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
February 4, 2019, Robert David Newton informed us that he is
retiring from the Board of Directors for personal reasons,
effective immediately. Mr. Newton has confirmed that his decision
was not due to a disagreement with us on any matter relating to our
operations, policies or practices.
On
February 7, 2019, the Board of Directors appointed Robert Lance
Cook to fill the vacant seat on the Board created by Mr.
Newton’s retirement. Additionally, the Board named Mr. Cook
to the Nominating Committee, Compensation Committee and Audit
Committee of the Board.
Transactions with related persons, promoters and certain control
persons
In
December 2018, we paid WellsX Corp. a total of $173,000 for
performing hydraulic fracturing services on a well at our Orogrande
Project in Hudspeth County, Texas. Mr. Cook holds a 19% beneficial
ownership in WellsX Corp. and is its Vice President of Production
Operations.
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
7, 2019
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By: /s/
John Brda
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John
Brda
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President
and Chief Executive Officer
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