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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): December 13,
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 3.02 Unregistered Sales of Equity Securities.
On
December 13, 2016, we sold a total of 3,750,000 shares of common
stock to investors in a private placement offering for aggregate
cash consideration of $3,000,000. These investors were composed of
predominantly existing stockholders of the company. There were no
broker-dealers involved in the transaction and no commissions were
paid. We intend to use proceeds from the offering for general
corporate purposes.
The
securities in the offering were 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,
including Regulation D. The issuance of securities did not involve
a “public offering” based upon the following factors:
(i) the issuance of the securities was an isolated private
transaction; (ii) a limited number of securities was issued to a
limited number of purchasers; (iii) there were no public
solicitations; (iv) each purchaser represented that it was an
“accredited investor”; (v) the investment intent of the
purchasers; and (vi) the restriction on transferability of the
securities issued.
Item 4.01 Changes in Registrant’s Certifying
Accountant
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(a)
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Resignation
of Previous Independent Registered Public Accounting
Firm.
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On
December 15, 2016, Calvetti Ferguson (“Calvetti”)
resigned as our independent registered public accounting firm.
Calvetti informed us that its resignation was in connection with
its recently adopted business decision to discontinue auditing all
public company clients that file Form 10-K’s.
Neither
of Calvetti’s reports on the financial statements for the
past two fiscal years contained an adverse opinion or a disclaimer
of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles, except that the reports for the
fiscal
years ended December 31, 2015 and December 31, 2014 contained an
explanatory paragraph with respect to the uncertainty about our
ability to continue as a going concern.
During
our two most recent fiscal years or any subsequent interim period
preceding the resignation of Calvetti, there have been no
disagreements with Calvetti on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the
satisfaction of Calvetti, would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its
report.
During
our two most recent fiscal years or any subsequent interim period
preceding the resignation of Calvetti, none of the kinds of events
listed in paragraphs (a)(1)(v) (A) through (D) of Item 304 of
Regulation S-K occurred while Calvetti was engaged.
We
previously provided Calvetti a copy of this current report on Form
8-K and requested that it furnish us with a letter addressed to the
Securities and Exchange Commission stating whether or not Calvetti
agrees with the above statements. We have received the requested
letter from Calvetti stating that they agree, a copy of which is
filed as Exhibit 16.1 to this report.
We are
presently interviewing new independent registered public accounting
firms and anticipate engaging a new firm shortly. The change in our
independent registered public accounting firm will not prevent us
from timely filing our annual report on Form 10-K for the year
ending December 31, 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: December
19, 2016
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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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