Torchlight Energy Resources, Inc. (NASDAQ:TRCH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On January 14, 2020, Torchlight Energy Resources,Inc. (“we,” “us” or “our”) entered into an Underwriting Agreement with Aegis Capital Corp., as underwriter, relating to the issuance and sale in an underwritten public offering of 3,285,715 shares of our common stock, par value $0.001 per share. The public offering price for each share of common stock is $0.70.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us and the underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
to the Underwriting Agreement, and subject to certain exceptions, we and our directors and executive officers agreed not to sell or otherwise dispose of any of our common stock for a period ending 90 days after the date of the Underwriting Agreement without first obtaining the written consent of Aegis Capital Corp.
The common stock is being offered and sold to our effective shelf registration statement on FormS-3 (Registration Statement No. 333-220181) filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2017 and declared effective by the SEC on September 28, 2017, the accompanying prospectus contained therein, and preliminary and final prospectus supplements filed with the SEC in connection with our takedown relating to the offering. A copy of the opinion of Axelrod & Smith relating to the legality of the issuance and sale of the shares of common stock in the offering is attached to this current report as Exhibit5.1.
The net proceeds to us from the sale of the shares of common stock are expected to be approximately $1,996,000, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us, assuming no exercise by the underwriter of the 45-day over-allotment option that we have granted it under the terms of the Underwriting Agreement to purchase up to an additional 492,857 shares of common stock to cover over-allotments, if any. The offering is expected to close on or about January 16, 2020, subject to customary closing conditions.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is attached to this current report as Exhibit 1.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 13, 2020, we issued a press release announcing the public offering, and on January 14, 2020, we issued a press release announcing the pricing terms of the public offering. The press releases are attached hereto as Exhibits99.1 and 99.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
TORCHLIGHT ENERGY RESOURCES INC Exhibit
EX-1.1 2 exhibit_1-1.htm UNDERWRITING AGREEMENT,…
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About Torchlight Energy Resources, Inc. (NASDAQ:TRCH)
Torchlight Energy Resources, Inc. (Torchlight) is engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States. The Company focuses on drilling and working interest programs within the United States. The Company has interests in approximately four oil and gas projects: the Marcelina Creek Field Development in Wilson County, Texas; the Ring Energy Joint Venture in Southwest Kansas; Hunton wells in partnership with Husky Ventures in Central Oklahoma, and the Orogrande Project in Hudspeth County, Texas. The Company also operates through two other subsidiaries, including Torchlight Energy Operating, LLC, a Texas limited liability company, and Hudspeth Oil Corporation, a Texas corporation. The Marcelina Creek Field Development is located over the Austin Chalk, Buda and Eagle Ford Formations.
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