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    Torchlight Energy Resources, Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    7/1/21 9:43:39 PM ET
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    8-K
    NASDAQ false 0001431959 0001431959 2021-06-29 2021-06-29

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, DC 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):

    June 29, 2021

     

     

    Meta Materials Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Nevada   001-36247   74-3237581

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

      (IRS Employer
    Identification No.)

    1 Research Drive

    Dartmouth, Nova Scotia, Canada B2Y 4M9

    (Address of principal executive offices, including zip code)

    (902) 482-5729

    (Registrant’s telephone number, including area code)

    (Former name or former address, if changed since last report)

     

     

    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 (see General Instruction A.2. below):

     

    ☐

    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))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, par value $0.001 per share   MMAT   Nasdaq Capital Market

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).

    Emerging growth company  ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

     

     

     


    Item 8.01

    Other Events.

    On June 29, 2021, the Company issued a press release providing an update to company stockholders on exchange process and timing in connection with the Arrangement. A copy of the press release is filed herewith as Exhibit 99.1.

    In connection with the completion of the Arrangement, the Company has updated its disclosures regarding its business and risk factors. The revised disclosure is filed herewith as Exhibits 99.2 and 99.3.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit
    Number

      

    Exhibit Title

    99.1    Press Release, dated June 29, 2021
    99.2    Business Section of Meta Materials Inc. (f/k/a Torchlight Energy Resources, Inc.)
    99.3    Risk Factors of Meta Materials Inc. (f/k/a Torchlight Energy Resources, Inc.)
     104    Cover Page Interactive Data File (Embedded within the Inline XBRL document)


    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.

     

          META MATERIALS INC.
      Date: July 1, 2021     By:  

    /s/ Ken Rice

          Chief Financial Officer & Executive Vice President
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