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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): October 26,
2016
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On
October 26, 2016, our Board of Directors approved certain
amendments to our Bylaws, as follows:
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All references to
Pole Perfect Studios, Inc. were replaced with Torchlight Energy
Resources, Inc. to reflect our name change effected on February 8, 2011;
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Section 2.1,
“Place of Meetings,” was amended to remove reference to
the old address of our principal office;
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Section 3.8,
“Compensation,” was amended to clarify our compensation
policies with respect to members of Board committees;
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Section 4.5,
“Chairman of the Board,” was deleted in its entirety
and Section 3.13, “Chairman of the Board,” was added to
clarify that the title of Chairman of the Board does not make that
individual an officer of the company—the title only relates
to his or her role as a member of the Board. Additionally, the
section numbers in Article Four were amended to reflect the
deletion of Section 4.5, “Chairman of the Board,” so
that the previously numbered Section 4.6, “President,”
is now Section 4.5 and so forth; and
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Section 5.1,
“Committees of
Directors,” was amended to reduce from two to one the
minimum number of members of which a committee appointed by the
Board of Directors may consist.
The
preceding is qualified in its entirety by reference to our Amended
and Restated Bylaws, which are attached hereto as Exhibit 3.1 and
are incorporated herein by reference. The preceding amendments to
our Bylaws are effective as of October 26, 2016.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: October
26, 2016
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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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