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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): November 7,
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))
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 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of
Listing.
On
November 7, 2018, we received a letter from the Listing
Qualifications Staff (the “Staff”) of The Nasdaq Stock
Market advising us that the Staff has determined that for the last
30 consecutive business days, we no longer meet the requirement of
Listing Rule 5550(a)(2) which requires us to maintain a minimum bid
price of $1 per share. The Listing Rules provide us with
a compliance period of 180 calendar days in which to regain
compliance. Accordingly, we will regain compliance if at
any time during this 180-day period the closing bid price of our
common stock is at least $1 for a minimum of ten consecutive
business days.
In the
event we do not regain compliance by the end of the 180-day
compliance period on May 6, 2019, we may be eligible for additional
time. To qualify, we will be required to meet the
continued listing requirement for market value of publicly held
shares and all other initial listing standards for The Nasdaq
Capital Market, with the exception of the bid price requirement,
and will need to provide written notice of our intention to cure
the deficiency during the second compliance period, by effecting a
reverse stock split, if necessary. If we meet these
requirements, the Staff will inform us that we have been granted an
additional 180 calendar days. However, if it appears to
the Staff that we will not be able to cure the deficiency, or if we
are otherwise not eligible, the Staff will provide us notice that
our common stock will be subject to delisting. At that
time, we may appeal the delisting determination to a Hearings
Panel.
We are
currently reviewing our options to regain compliance with the
Nasdaq Listing Rules, but we have made no decisions at this
time.
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: November
8, 2018
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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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