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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 6,
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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
October 6, 2016, Willard G. McAndrew resigned as Chief Operating
Officer and director of Torchlight Energy Resources, Inc. and all
of its subsidiaries. The resignation was pursuant to the
Resignation and Settlement Agreement previously disclosed in our
current report filed on October 4, 2016, which agreement became
effective on October 5, 2016.
On
October 11, 2016, the Board of Directors expanded the size of the
Board by one seat, upon which there were two open seats on the
Board, and the Board concurrently appointed David Newton and Scott
Kimbrough to fill those vacancies and join the Board of Directors.
In addition, Greg McCabe was appointed Chairman of the
Board.
Also on
October 11, 2016, the Board of Directors nominated candidates for
election at the upcoming annual meeting of stockholders to be held
on December 8, 2016. Those nominees who will be proposed for
election at the annual meeting are John Brda, Greg McCabe, Alex
Zyngier, David Newton and Scott Kimbrough. Accordingly, of our
current members of the Board, Jerry Barney, Eunis L. Shockey and
Edward Devereaux will not stand for reelection at the annual
meeting.
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
13, 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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