Item 1.01 Entry into a Material Definitive Agreement
On
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.
Pursuant 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
The common stock is being offered and sold pursuant to our effective shelf
registration statement on Form S-3 (Registration Statement No. 333-220181)
filed with the
The net proceeds to us from the sale of the shares of common stock are expected
to be approximately
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
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:
Exhibit Number 1.1 Underwriting Agreement, datedJanuary 14, 2020 , betweenTorchlight Energy Resources, Inc. andAegis Capital Corp. 5.1 Opinion of Axelrod & Smith 23.1 Consent of Axelrod & Smith (included in Opinion of Axelrod & Smith filed as Exhibit 5.1) 99.1 Press Release ofTorchlight Energy Resources, Inc. , datedJanuary 13, 2020 . 99.2 Press Release ofTorchlight Energy Resources, Inc. , datedJanuary 14, 2020 . 2
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