Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. ________)*
TORCHLIGHT ENERGY RESOURCES, INC.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
89102U103
(CUSIP Number)
June 16, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 89102U103 | 13G | Page 2 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ionic Ventures LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION California, United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 |
| 6. | SHARED VOTING POWER
9,596,548 (1) | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER 9,596,548 (1) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,596,548 (1) |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
| (1) | As more fully described in Item 4, the number of shares beneficially owned includes 1,701,811 shares of Common Stock to be issued upon the exercise of shares of Warrants held by the Reporting Persons which reflects the Blockers (as defined below). |
| CUSIP No. 89102U103 | 13G | Page 3 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brendan O’Neil |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 |
| 6. | SHARED
VOTING POWER 9,596,548 (1) | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 9,596,548 (1) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,596,548 (1) |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
| (1) | As more fully described in Item 4, the number of shares beneficially owned includes 1,701,811 shares of Common Stock to be issued upon the exercise of shares of Warrants held by the Reporting Persons which reflects the Blockers (as defined below). |
| CUSIP No. 89102U103 | 13G | Page 4 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Keith Coulston |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 |
| 6. | SHARED
VOTING POWER 9,596,548 (1) | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 9,596,548 (1) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,596,548 (1) |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
| (1) | As more fully described in Item 4, the number of shares beneficially owned includes 1,701,811 shares of Common Stock to be issued upon the exercise of shares of Warrants held by the Reporting Persons which reflects the Blockers (as defined below). |
| CUSIP No. 89102U103 | 13G | Page 5 of 9 Pages |
Item 1(a). Name of Issuer:
Torchlight Energy Resources, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
The Issuer’s principal executive offices are located at 5700 W. Plano Parkway, Suite 3600, Plano Texas 75093.
Item 2(a). Names of Persons Filing:
| This statement is filed by: | ||
| (i) | Ionic Ventures LLC, a California limited liability company (“Ionic”); | |
| (ii) | Brendan O’Neil (“Mr. O’Neil”); and | |
| (iii) | Keith Coulston (“Mr. Coulston”). | |
The foregoing persons are hereinafter sometimes collectively referred to as the (“Reporting Persons”). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256 San Francisco, CA 94123.
Item 2(c). Citizenship:
Ionic is a limited liability company organized under the laws of California. Each of Mr. O’Neil and Mr. Coulston is a citizen of the United States.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value (the “Common Stock”)
Item 2(e). CUSIP Number:
89102U103
| CUSIP No. 89102U103 | 13G | Page 6 of 9 Pages |
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on (i) information provided by the Issuer to the Reporting Persons that there are 94,263,679 shares of Common Stock of the Issuer outstanding, and (ii) 3,157,895 shares of Common Stock issuable upon exercise of the warrants held by the Reporting Persons (the “Warrants”), subject to a blocker (the “Blocker”).
As of June 16, 2020, the Reporting Persons hold (a) 7,894,737 shares of Common Stock, and (b) 3,157,895 shares of Common Stock issuable upon full exercise of the Warrants. Due to the Blocker, the Reporting Persons are prohibited from exercising the Warrants into shares of Common stock to the extent that the Reporting Persons would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. As a result of the Blocker, beneficial ownership of the Reporting Persons is capped at 9.99% of the outstanding share of Common Stock of the Issuer.
Ionic is the beneficial owner of 9,596,548 shares of Common Stock (the “Shares”). Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its managers, Mr. O’Neil and Mr. Coulston. Mr. O’Neil and Mr. Coulston, as managers of Ionic, have shared power to vote and/or dispose of the Shares beneficially owned by Ionic. Neither Mr. O’Neil nor Mr. Coulston directly owns any shares of Common Stock of the Issuer. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O’Neil and Mr. Coulston may be deemed to beneficially own the Shares beneficially owned by Ionic.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
| CUSIP No. 89102U103 | 13G | Page 7 of 9 Pages |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 89102U103 | 13G | Page 8 of 9 Pages |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: June 16, 2020 | IONIC VENTURES, LLC |
| /s/ Keith Coulston | |
| Name: Keith Coulston | |
| Title: Partner | |
| /s/ Brendan O’Neil | |
| Brendan O’Neil | |
| /s/ Keith Coulston | |
| Keith Coulston |
| CUSIP No. 89102U103 | 13G | Page 9 of 9 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
| Date: June 16, 2020 | IONIC VENTURES, LLC |
| /s/ Keith Coulston | |
| Name: Keith Coulston | |
| Title: Partner | |
| /s/ Brendan O’Neil | |
| Brendan O’Neil | |
| /s/ Keith Coulston | |
| Keith Coulston |