Item 8.01. Other Events.

As previously reported, on November 21, 2019 the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market ("Nasdaq") notified Torchlight Energy Resources, Inc. ("Torchlight") that Torchlight's common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2). On January 22, 2021, the Staff notified Torchlight that it has determined that for the 10 consecutive business days, from January 7 to January 21, 2021, the closing bid price of Torchlight's common stock has been at $1.00 per share or greater. Accordingly, Torchlight has regained compliance with Listing Rule 5550(a)(2). Accordingly, Torchlight has been removed from Nasdaq's non-compliance list, and the matter is now closed.

On January 25, 2021, Torchlight issued a press release announcing that Torchlight has regained compliance with Nasdaq Listing Rule 5550(a)(2). A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



                   Description
  Exhibit 99.1       Press release, dated January 25, 2021

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