MMTLP for Dummies:
Where It All Started
Before there was MMTLP, before Meta Materials, and before the trading halt, there was an oil promotion company called Torchlight Energy Resources, Inc.
And before Torchlight ever drilled an exploratory hole in the ground, its legal foundation was an inactive public shell created for a Florida pole-dancing fitness studio called Pole Perfect Studios, Inc.
Torchlight did not complete a traditional Wall Street IPO. It bought an existing public corporate shell for $270,000 cash to immediately access a public stock ticker.
Midland geologist Greg McCabe supplied the ~172,000-acre Orogrande Basin leases, served as Chairman, owned ~6x more stock than CEO John Brda, and loaned millions to keep the company alive.
Across 10 years of public trading (2011–2020), Torchlight never generated an annual profit, burned -$111.9 million in cash, and carried $0.00 in proved commercial oil reserves on its balance sheet.
Pole Perfect
A home-based Florida fitness startup that raised $29k and gained an active SEC public registration.
John Brda
Not a geologist, but a microcap consultant specializing in reverse mergers and debt restructuring.
Torchlight Birth
Texas leases paired with Brda's public shell, paying $270k to take 58% control of the company.
Greg McCabe
Midland geologist sells ~172,000-acre Orogrande Basin, chairs the board, and loans millions.
10-Yr Reality
~$13.9M lifetime revenue vs. -$111.9M deficit and exploratory test holes with zero proved reserves.
The Downfall
$25M debt wall, Nasdaq delisting notice, and drilling deadlines forced a desperate garage sale.
What Was Pole Perfect Studios, Inc.?
The factual corporate lineage of the public vehicle—from its home-based fitness beginnings in Longwood, Florida to its active SEC registration.
On October 30, 2007, a Florida fitness enthusiast named Tammy Skalko formed Pole Perfect Studios, Inc. as a Nevada corporation. Operating out of a private residential home in Longwood, Florida, the company planned to build and license fitness dance studios featuring pole dancing and sensual fitness classes for women.
To fund initial startup operations, the business raised a modest $29,000 by selling shares at two cents ($0.02) each to 14 friends, family members, and local associates. On May 2, 2008, Skalko took the critical step: she filed an official Form S-1 Registration Statement with the U.S. Securities and Exchange Commission (SEC File No. 333-150607), officially transforming the microcap fitness startup into an SEC-reporting public entity.
Pole Perfect never built a commercial dance studio or generated meaningful sales. But what it did create was pure gold for penny-stock promoters: an active, SEC-registered public company with 14 shareholders, clean regulatory filings, and no corporate debt. Buying an existing public shell like Pole Perfect allowed oil promoters to skip an expensive $1.5M Wall Street IPO and get a publicly tradable stock ticker in just 30 days.
According to the original sworn SEC filing, founder Tammy Skalko received zero salary and zero executive compensation, serving simultaneously as President, Chief Executive Officer, Chief Financial Officer, Secretary, and sole Director.
While Skalko and two initial partners retained 3,000,000 founder shares, the 14 public investors held 1,450,000 shares—creating the registered public trading float that would later become the vehicle for microcap stock trading.
Who Is John Brda?
The professional background, corporate consulting practice, and regulatory history of the executive who orchestrated the reverse takeover.
John A. Brda
Key SubjectBorn and based in the St. Louis metropolitan area (Wildwood, Missouri), John Brda was not an oil wildcatter or petroleum engineer. He was a microcap financial consultant who specialized in debt workouts, reverse mergers, and structuring public shells.
In securities law, a “Promoter” is not a derogatory nickname—it is a formal regulatory classification under SEC Rule 405. It defines the individual who takes the initiative in founding and organizing the corporate business, arranging its financing, and marketing its stock to the public. Brda did not manage oil rigs; he managed the corporate structure, public relations, debt financing, and investor marketing.
Extensive background in OTC corporate shells, penny-stock workouts, and advisory consulting.
Officially designated “Promoter” on Torchlight's earliest Form D private placement filing.
No formal education or engineering background in oil exploration or subterranean drilling.
Brda & Company LLC
Brda operated his own boutique consulting practice providing advisory services to emerging microcap and OTC companies seeking capital infusions, public shell mergers, and debt workouts.
Official “Promoter” Designation
In Torchlight Energy's earliest SEC filing (Form D, August 9, 2010), John Brda was formally declared as the company's Promoter—responsible for organizing the corporate entity and issuing its securities.
President to CEO (2011–2021)
Upon consummating the reverse merger in January 2011, Brda was appointed President and Secretary with an initial base salary of $240,000. In December 2014, he succeeded Thomas Lapinski as Chief Executive Officer, leading Torchlight until its June 2021 merger with Meta Materials.
June 2024 SEC Securities Fraud Charges
On June 25, 2024, the SEC filed federal securities fraud charges against John Brda and George Palikaras in federal district court (Case 1:24-cv-04806, SDNY), alleging they orchestrated a deceptive market manipulation scheme involving MMTLP preferred shares and raised $137.5M via ATM offerings.
How Did Brda Find It & What Were His Intentions?
John Brda did not discover Pole Perfect by chance. In the microcap penny-stock industry, corporate shells are traded off-the-shelf through an established network of finders, shell brokers, and securities attorneys.
Why do promoters buy dormant public shells instead of doing a standard Wall Street IPO?
How Promoters Buy Public Companies Off the Shelf
In the microcap ecosystem, an entire cottage industry of securities lawyers and shell brokers specializes in maintaining dormant public companies. When a promoter like John Brda wants to take an asset public without spending $1M+ and 18 months on an underwritten Wall Street IPO, he contacts securities attorneys and asks: “Who has a clean, SEC-reporting shell with no debt and an active ticker ready to sell right now?”
The Failed LumiGene Technologies Deal (November 1, 2010)
Regulatory records prove Pole Perfect was being actively marketed to private startups. On August 18, 2010, Pole Perfect signed a Letter of Intent with a private biotechnology startup called LumiGene Technologies, Inc. That merger fell apart, and on November 1, 2010—just 22 days before Torchlight signed—Pole Perfect filed a Form 8-K announcing the termination and stating:
Securities Counsel & 67,500 Shares Transferred
Both parties used seasoned microcap attorneys: Joseph L. Cannella at Eaton & Van Winkle LLP (New York) represented Pole Perfect, while Robert D. Axelrod at Axelrod, Smith & Kirshbaum (Houston) represented Torchlight. In John Brda's Schedule 13D filing (Item 3), Brda formally disclosed that he transferred 67,500 common shares to two finders as payment for introducing Torchlight to Pole Perfect Studios.
Pole Perfect never opened a physical fitness studio, meaning zero bank debt, zero commercial lease obligations, and zero pending lawsuits.
Tammy Skalko kept quarterly Form 10-Q and annual Form 10-K filings completely up to date with zero delinquent gaps or regulatory stop orders.
14 public shareholders holding 1,450,000 shares provided an instant, pre-registered public float ready for secondary market trading.
Torchlight purchased and cancelled all 3,000,000 founder shares for $270,000 in cash—a modest price to immediately gain an SEC public ticker.
Pole Perfect Studios was not a coincidence. It was inventory sitting on the microcap shell market. It had just fallen out of contract with a biotechnology startup (LumiGene), finders presented it to Brda and Lapinski, Brda paid the finders 67,500 shares for making the introduction, and Torchlight paid $270,000 cash to acquire an immediate public stock ticker.
How Was Torchlight Conceived?
The chronological timeline of how private oil leases in Wilson County, Texas were paired with an inactive fitness studio shell to birth Torchlight Energy Resources, Inc.
In a standard IPO, a private operating company applies to Wall Street to go public. In a reverse merger (also called a reverse takeover), the process is flipped backwards: the private owners buy a publicly registered corporate shell that has no active business, roll their private assets into it, change its legal name, and walk away controlling a publicly listed company on day one.
Thomas Lapinski & John Brda Form Private Torchlight Energy
Thomas Lapinski, an oil exploration manager with operational experience in Texas, held exploratory drilling leases in Marcelina Creek (Wilson County, Texas) but needed capital. Lapinski partnered with John Brda to take the asset public. On June 25, 2010, they incorporated private Torchlight Energy, Inc. in Nevada.
On August 9, 2010, they submitted an SEC Form D filing disclosing a private placement of securities. Thomas Lapinski was listed as Chief Executive Officer, and John Brda was officially declared as the Promoter—the individual responsible for organizing and structuring the business vehicle.
The Reverse Merger into Pole Perfect Studios
On November 23, 2010, Lapinski, Brda, and the owners of Pole Perfect Studios executed a formal Share Exchange Agreement:
The Official Rebranding to Torchlight Energy Resources, Inc.
On January 13, 2011, Lapinski and Brda executed a written corporate consent amending the Nevada Articles of Incorporation, officially changing the company's legal name from Pole Perfect Studios, Inc. to Torchlight Energy Resources, Inc.
That same month, Torchlight entered into an executive employment agreement with John Brda, appointing him President and Secretary with an initial base salary of $240,000 per year plus equity incentives.
John Brda Becomes CEO of Torchlight
In December 2014, Thomas Lapinski resigned, and John Brda took over as Chief Executive Officer of Torchlight Energy Resources. Over the next six years, Brda managed Torchlight's public offerings, debt financing, and exploratory lease acquisitions in West Texas—operating with only four full-time employees while maintaining a public listing on Nasdaq.
By late 2020, facing substantial operating debt, exploratory drilling commitments, and impending Nasdaq delisting notices, Torchlight reached a crossroads—setting the stage for the dramatic corporate transaction that would alter the company's trajectory forever.
Who Is Greg McCabe?
The Midland oilman who provided the ~172,000-acre Orogrande Basin, served as Chairman of the Board, and owned nearly six times more common stock than CEO John Brda.
Gregory McCabe
Chairman of the BoardBased in Midland, Texas, Greg McCabe brought over 36 years of oil and gas exploration and drilling experience across the Permian Basin. Unlike John Brda—who was a microcap financial consultant from Missouri specializing in reverse mergers—McCabe was an authentic, seasoned West Texas petroleum geologist who owned the mineral rights, held the drilling leases, and controlled the land Torchlight promoted.
CEO John Brda was the public face of Torchlight on retail podcasts and investor calls. But Greg McCabe was the institutional backbone. McCabe owned the land leases Torchlight promoted, chaired the Board of Directors, owned ~6x more equity than Brda, and acted as the company's lender of last resort—loaning millions in debt whenever Torchlight ran out of cash to drill.
Guaranteed royalty cut of every barrel produced before Torchlight pays operating expenses.
Contractual right to take 10% of operating profits once initial drilling capital is recovered.
If Torchlight fails to drill or lets leases expire, full ownership title automatically reverts to McCabe.
The Four Pillars of McCabe's Dominance in Torchlight
Selling Torchlight Its Crown Jewel (172,000 Acres)
Torchlight didn't discover the Orogrande Basin; Greg McCabe brought it to them. On August 7, 2014, Torchlight bought 100% of the capital stock of McCabe's company, Hudspeth Oil Corporation. This gave Torchlight its flagship ~172,000 gross acres in Hudspeth County, Texas—the central asset John Brda hyped to public market investors for the next 7 years.
McCabe brought the actual oil property to the table. Before him, Torchlight was an obscure penny-stock shell with small, money-losing wells in Oklahoma and Kansas.
The Triple-Lock Royalty & Reversion Safety Net
McCabe did not simply sell the land and walk away. He structured bulletproof downside protection: (1) A 4.5% Overriding Royalty Interest (ORRI) taking a cut off the top of all oil production, (2) A 10% back-in working interest after project payout, and (3) Reversionary rights ensuring that if Torchlight failed to meet continuous drilling deadlines, the acreage reverted back to McCabe.
McCabe structured the contract so he couldn't lose. If Torchlight struck oil, he got paid off the top before Torchlight covered expenses. If Torchlight ran out of money and failed to drill, he took the land right back.
Chairman of the Board & Voting Hegemony
In July 2016, McCabe was appointed to Torchlight's Board of Directors, and in October 2016, he became Chairman of the Board. By September 2020, McCabe beneficially owned 13,648,390 shares (13.75% of the company) directly and through McCabe Petroleum and G-Mc Exploration—dwarfing CEO John Brda's 2.34% stake.
John Brda was the public spokesperson and CEO on podcasts and Twitter, but Greg McCabe held the ultimate boardroom gavel and owned nearly six times more equity than Brda.
The Company's Personal Bank & Loan Bailouts
Because Torchlight burned cash every year and never produced positive operational cash flow, it relied on McCabe to stay solvent. McCabe and his entities loaned millions to Torchlight via promissory notes. In October 2018, Torchlight sold $6,000,000 in Series C convertible debt—and immediately used $3,000,000 to repay a note owed directly to McCabe's MPC. MPC even provided put options guaranteeing third-party investor notes.
McCabe was Torchlight's private ATM. Whenever Torchlight was on the brink of insolvency or couldn't afford to drill test holes to keep the University Lands leases alive, McCabe floated the cash.
The Partnership Dynamic: The Promoter vs. The Asset Holder
Torchlight was not run by John Brda alone. It was a symbiotic partnership between an OTC stock promoter and a Midland oilman.
| Aspect | John A. Brda (The Promoter) | Greg McCabe (The Asset Owner) |
|---|---|---|
| Background & Industry | Microcap financial consultant from Missouri specializing in penny-stock reverse takeovers, debt restructurings, and capital raises. | Veteran petroleum geologist and independent operator with 36+ years in Midland, Texas drilling and managing Permian Basin acreage. |
| Corporate Title | President & Chief Executive Officer (CEO), Secretary, Director (Public face and regulatory reporting officer). | Chairman of the Board of Directors (Appointed July 2016; Chairman October 2016 – June 2021). |
| Equity Ownership (2020) | 2,318,322 common shares (2.34% voting stake). | 13,648,390 common shares (13.75% voting stake) — nearly 6x larger equity control. |
| Core Contribution | Acquired the Pole Perfect public shell, managed SEC filings, brought in retail market volume, and led promotional roadshows. | Supplied the ~172,000-acre Orogrande Basin lease package and kept the company afloat with multi-million-dollar loans. |
| Downside Protection | Executive salary, bonus incentives, and common stock options. | 4.5% overriding royalty off the top, 10% back-in working interest, promissory note debt collateral, and legal rights to repossess the land. |
Without John Brda, Torchlight had no public ticker or stock promotion machine. Without Greg McCabe, Torchlight had no oil acreage, no board leadership, and no private credit line. By 2020, as debts crested $25M, McCabe and Brda were inseparable—and both were hunting for an exit to salvage their investment.
The 10-Year Operating Reality (2011–2020)
Did Torchlight ever turn an annual profit? Did they ever drill any oil wells? Here is the unvarnished corporate record documented directly in Torchlight's audited SEC Form 10-K filings.
Sales: Yes • Profit: Never
Gross Sales: Torchlight generated roughly $13.9 million in cumulative oil and gas revenue across its entire 10-year public life (2011–2020), peaking in 2014 from Oklahoma wells.
Net Profit / Free Cash Flow: Never. Torchlight never turned an annual operating profit in its history. It lost money every single year, culminating in a lifetime deficit of -$111,935,597 (-$111.9 million) by December 31, 2020.
Drilled: Yes • Commercial Reserves: Zero
Exploratory Holes: Torchlight participated in drilling dozens of test holes across Texas and Oklahoma.
The Geological Reality: The vast majority were exploratory test holes drilled strictly to satisfy continuous development deadlines so the leases wouldn't automatically forfeit, or non-operated minority interests later written down to zero.
In petroleum engineering and SEC accounting, “PV-10” is the standardized present value of estimated future oil revenues, minus all production and development costs. When an oil company reports $0.00 in PV-10 reserves on its audited 10-K balance sheet, it means independent petroleum reserve engineers could not verify that any of the company's acreage could produce oil profitably at prevailing market prices.
The Audited 10-Year Financial Track Record (2011–2020)
Every figure below is transcribed verbatim from Torchlight Energy Resources, Inc.'s audited Consolidated Statements of Operations filed on SEC Form 10-K:
| Fiscal Year | Oil & Gas Sales | Operating Loss | Net Loss | Accumulated Deficit |
|---|---|---|---|---|
| 2011 | $130,422 | -$1,885,027 | -$2,829,885 | -$3,710,756 |
| 2012 | $1,385,821 | -$6,610,642 | -$8,740,798 | -$12,451,554 |
| 2013 | $2,367,078 | -$10,210,049 | -$12,842,525 | -$25,294,079 |
| 2014 | $5,455,555 | -$14,942,674 | -$17,126,504 | -$42,420,583 |
| 2015 | $1,291,018 | -$37,219,308 | -$37,256,128 | -$74,903,439 |
| 2016 | $486,962 | -$7,609,480 | -$7,684,346 | -$82,587,785 |
| 2017 | $570,499 | -$3,753,126 | -$919,910 | -$83,507,693 |
| 2018 | $1,282,362 | -$5,736,144 | -$5,806,612 | -$89,314,305 |
| 2019 | $746,263 | -$8,866,688 | -$9,839,396 | -$99,153,701 |
| 2020Pre-Merger | $193,379 | -$9,378,820 | -$12,781,896 | -$111,935,597 |
| 10-Year Cumulative Totals | $13,909,359 | -$106,211,958 | -$115,828,000 | -$111.9M Deficit |
By 2020, Torchlight's operating business had practically stopped functioning:
- Oil and gas sales cratered to $193,379 for the entire 12-month fiscal year.
- Lease operating expenses were $188,481, leaving full-year gross profit of just $4,898 (less than five thousand dollars).
- Meanwhile, General & Administrative (G&A) overhead—executive salaries, consulting, legal, and filing fees—was $3,526,700.
“In early 2020, Torchlight was at a crossroads. It had sold all of its revenue-generating oil and gas assets, leaving Torchlight with oil and gas leases on only a few early-stage, exploratory properties. Torchlight's primary remaining oil and gas asset, the Orogrande Project, was undeveloped, had no proven oil and gas reserves, and covered significant areas of acreage far removed from existing proven geologic formations.”
Where Did Torchlight Actually Drill? (The Verified Drilling Record)
A comprehensive survey of Torchlight's four primary drilling plays documented in official SEC Form 10-K filings:
Live Texas GIS Map: Verified Well Locations & Boundaries
High-resolution ESRI Hybrid imagery with city/town labels, Texas/NM state line, official Hudspeth County boundary, and exact GPS coordinates verified via SEC Form 8-K Ex. B & Texas Railroad Commission GIS.
University Founders A25 #1H
Flared minimal gas & water. Rapid pressure depletion. Never connected to sales infrastructure.
Official Texas RRC API 42-229-30276. Hyped extensively in Torchlight press releases as proof of a multi-billion-barrel discovery; independent SEC audits proved 0 barrels proved reserves.
“Undeveloped, had no proven oil and gas reserves, and covered significant areas of acreage far removed from existing proven geologic formations. (SEC Docket ¶20)”
Orogrande Project
Drilled 9 exploratory test wells (Rich Whitaker, University Founders, Flying Cow). Drilled strictly to satisfy lease extensions so the land wouldn't revert to Texas universities.
Hazel Project
Drilled 6 vertical test holes and 1 horizontal well (Flying Cow #1). Minimal initial production followed by rapid pressure collapse.
Warwink / Winkler Project
Non-operated minority interest in two horizontal Wolfcamp wells. Generated minor revenue before being sold off for cash to pay debts.
Oklahoma Hunton Play
Participated in horizontal wells (Boeckman #1-H), generating the 2014 peak revenue bump ($5.4M). When oil crashed in late 2014, these deep, water-heavy wells became unviable.
Torchlight 10-Year Operating Summary Scorecard
| Forensic Question | Audited Verdict | Audited SEC Record / Regulatory Evidence |
|---|---|---|
| Did Torchlight sell oil? | YES | Audited 10-Ks confirm ~$13.9M in cumulative revenue from 2011 to 2020. |
| Did Torchlight turn a profit? | NO | Never had a profitable year; accumulated -$111.9M in net losses. |
| Did Torchlight drill wells? | YES | Drilled 9 test wells in Orogrande, 6 in Hazel, plus non-operated wells in Oklahoma and Winkler. |
| Did they have commercial reserves? | NO | By Dec 31, 2020, official Form 10-K reported 0 proved reserves and $0.00 PV-10 standardized value for Orogrande. |
The Downfall of Torchlight: The Road to Insolvency
How $25 million in liabilities, an impending Nasdaq delisting eviction, and contractual drill-or-die lease deadlines pushed Torchlight to the edge of bankruptcy—forcing management to shop its public shell to waste recyclers and IT repair companies before Meta Materials ever arrived.
By 2020, Torchlight was running out of oxygen. If they couldn't get their stock price back above $1.00, Nasdaq would kick them off the exchange. If they didn't drill 4 expensive deep wells in West Texas, they lost their land leases. And with $25 million in maturing debt and almost no revenue, they couldn't afford to do either. Their only hope of survival was finding a private company willing to buy their Nasdaq listing.
Part 1: The Triple Trap (Late 2019 – Early 2020)
3 Simultaneous CrisesBy early 2020, Torchlight was cornered from three distinct financial and regulatory angles simultaneously:
$25M Liabilities vs. Zero Cash
Torchlight entered 2020 carrying $25,000,000 in liabilities against less than $1M in liquid cash. Millions were in convertible promissory notes (short-term corporate loans where the lender can demand cash or take shares of stock).
The Nasdaq 180-Day Countdown
Torchlight stock dropped below $1.00 in October 2019. On November 21, 2019, Nasdaq issued a formal Deficiency Notice (an official eviction warning that a company has broken exchange rules).
University Lands: Drill or Die
Under Torchlight's lease agreement with University Lands (the Texas agency overseeing public university oil lands), Torchlight had to drill 4 new wells before end of 2021, and 5 more in subsequent years.
The Board Abandons Oil & Begins The Hunt for a Reverse Merger Partner
On June 2, 2020, the Torchlight Board of Directors convened to confront the company's insolvency amidst the pandemic oil collapse. John Brda informed the board that Torchlight could no longer survive as an independent oil exploration operator.
The Board formally authorized management to pursue “Strategic Alternatives”—the corporate finance euphemism for liquidating or merging the business before bankruptcy. On July 28, 2020, Torchlight hired investment bank Roth Capital Partners to shop the corporate vehicle. Crucially, the Board specifically instructed management to target companies outside of the oil and gas sector that wanted a backdoor Nasdaq listing.
Part 3: The Desperate Garage Sale (May – August 2020)
Sworn SEC regulatory disclosures (Form DEFM14A, pp. 104–105) prove that before Metamaterial Inc. ever called, Torchlight tried to sell its public shell to anyone who would listen:
Waste Recycling Business
Exchanged technical data and held reverse merger calls for 7 weeks.
Collapsed July 15. Company A demanded Torchlight sell off all oil assets before closing, which Torchlight couldn't do.
Virtual Events & Work-From-Home App
Videoconferences with Brda and Chairman McCabe; exchanged multiple draft term sheets.
Collapsed in August over major valuation disputes and inability to resolve oil asset disposal.
Merchant Services & Blockchain Crypto
Signed confidentiality agreement August 28 and shared due diligence info.
Company C demanded an excessively high self-valuation and insisted oil assets be liquidated prior to closing.
Third-Party IT Maintenance
Signed confidentiality agreement August 18 and reviewed corporate books.
Collapsed immediately because Company D's proposed valuation left virtually zero equity value for Torchlight.
Electric Vehicle (EV) Manufacturer
Brda and McCabe held virtual meetings with principals. On August 25, 2020, John Brda personally flew to Company E's corporate headquarters to tour the vehicle plant and exchange draft term sheets.
Collapsed due to an extreme discrepancy between Company E's demanded valuation and what Torchlight could offer.
5 Rejections, $25M in Debt, and Weeks Left Before Delisting
By late August 2020, every single non-oil suitor had rejected Torchlight. The company was out of cash, facing an active Nasdaq delisting countdown, trapped under a contractual mandate to drill 4 deep test holes in Hudspeth County, and buried under $25 million in maturing liabilities.
“In early 2020, Torchlight was at a crossroads. It had sold all of its revenue-generating oil and gas assets, leaving Torchlight with oil and gas leases on only a few early-stage, exploratory properties. Torchlight's primary remaining oil and gas asset, the Orogrande Project, was undeveloped, had no proven oil and gas reserves, and covered significant areas of acreage far removed from existing proven geologic formations.”
Then, in the first days of September 2020, Torchlight's investor relations representative made a phone call and arranged a virtual meeting with George Palikaras, CEO of a Canadian cleantech company called Metamaterial Inc.... setting up the dramatic chain of events in Chapter 2.
Primary Regulatory Filings
Direct SEC EDGAR filings and federal court dockets. Every technical claim in this dossier is verified by primary regulatory records.
Pole Perfect Public Stock Registration
Registration statement to issue public common stock.
Private Torchlight Energy Securities Offering
Notice of exempt private offering of securities.
Termination of LumiGene Biotech LOI
Termination of Letter of Intent with LumiGene Technologies, Inc.
Share Exchange & Reverse Takeover Closing
Current report disclosing closing of Share Exchange Agreement.
John Brda Beneficial Ownership (20.5% Stake)
Beneficial ownership disclosure (over 5% voting shares).
Official Rebranding to Torchlight Energy
Definitive information statement on corporate action by written consent.
Nasdaq $1.00 Minimum Bid Price Deficiency Notice
Notice of Delisting or Failure to Satisfy Continued Listing Rule.
Emergency $8.5M Promissory Note Extension
Emergency Promissory Note Maturity Extension.
2020 Audited Annual Report (Final TRCH 10-K)
Audited Annual Report for the fiscal year ended December 31, 2020.
Definitive Merger Proxy (5 Failed Suitors)
Definitive Merger Proxy Statement (Background of the Arrangement, pp. 104–108).
SEC Federal Civil Fraud Lawsuit (SDNY)
Federal Civil Securities Fraud Complaint (¶19–¶25, ¶74–¶80).