4//SEC Filing
McCabe Greg 4
Accession 0000897423-20-000102
CIK 0001431959other
Filed
Oct 12, 8:00 PM ET
Accepted
Oct 13, 3:23 PM ET
Size
7.4 KB
Accession
0000897423-20-000102
Insider Transaction Report
Form 4
McCabe Greg
10% Owner
Transactions
- Award
6% Convertible Promissory Note
2020-09-18→ 0 total(indirect: See footnote)Exercise: $0.38From: 2020-09-18Exp: 2021-05-10→ Common Stock (4,000,000 underlying)
Footnotes (5)
- [F1]McCabe Petroleum Corporation, of which the reporting person is the sole owner, loaned $1,500,000 to the issuer in exchange for a 6% convertible promissory note.
- [F2]The convertible note has a maturity date of May 10, 2021, however $1,500,000 of the principle amount of the note will be automatically converted into common stock of the issuer in the event that a business combination between the issuer and Metamaterial Inc., whether through a merger or other transaction, is consummated prior to such date.
- [F3]In the event of an automatic conversion of the convertible note as described in footnote (2), 100% of the note will convert into a total of 4,000,000 (which amount only accounts for principal and does not account for accrued and unpaid interest which is also convertible under the note). If (i) the issuer and Metamaterial do not enter into a definitive agreement by the later of November 2, 2020 or such later date that is agreed to by the issuer and Metamaterial in writing, or (ii) the issuer and Metamaterial enter into a definitive agreement but the transaction is terminated prior to closing or otherwise does not close by the maturity date of the note, then at such time and until the maturity date, the holder of the note will have the right, at the holder's option, to convert only up to $500,000 of the remaining principal amount, plus all unpaid interest accrued under the note, into shares of common stock. All such amounts of common stock are subject to adjustment in the event of any reclassification, stock split, stock dividend or other similar event.
- [F4]The convertible note was issued in consideration for a loan to the issuer by McCabe Petroleum Corporation in the amount of $1,500,000.
- [F5]The convertible note was issued to McCabe Petroleum Corporation, of which the reporting person is the sole owner.
Documents
Issuer
TORCHLIGHT ENERGY RESOURCES INC
CIK 0001431959
Entity typeother
Related Parties
1- filerCIK 0001643337
Filing Metadata
- Form type
- 4
- Filed
- Oct 12, 8:00 PM ET
- Accepted
- Oct 13, 3:23 PM ET
- Size
- 7.4 KB