UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Amendment
1
Information
Statement Pursuant to Section 14(c)
of the
Securities Exchange
Act of 1934
Check the
appropriate box:
☒
Preliminary Information Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
☐
Definitive Information Statement
American Resources Corporation
(Name of Registrant
as Specified in Its Charter)
Payment of Filing
Fee (Check the appropriate box):
☒ No
fee required.
☐ Fee
computed on table below per Exchange Act Rules
14c-5(g)
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed maximum
aggregate value of transaction:
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(5)
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Total fee
paid:
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☐ Fee
paid previously with preliminary materials.
☐ Check
box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount previously
paid:
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(2)
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Form, Schedule, or
Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
AMERICAN
RESOURCES CORPORATION
June 5,
2019
Dear
Shareholders:
The enclosed
Information Statement is being furnished to the holders of record
of shares of the Class A Common Stock (the “Common
Stock”) of American Resources Corporation, a Florida
corporation (the “Company” or “ARC”), as of
the close of business on the record date, May 15, 2019.
As we reported on
Form 8-K filed on June 4, 2019, we will be commencing a private
offering (the “Offering”) of up to potentially
4,500,000 units of our securities (the “Units”) with
each Unit consisting of (i) a Senior Convertible Debenture due 2022
(the “Debentures”) that is convertible into one share
each of the Company’s Class A Common Stock (the “Common
Stock”); and (ii) one warrant (the “Warrant”)
exercisable into one share each of the Common Stock. Assuming the
conversion of all Debentures and Warrants, there could potentially
be an additional twelve million (12,000,000) shares of our Common
Stock issued and outstanding upon total conversion. Pursuant to
NASDAQ Rule 5635, we are required to obtain shareholder approval in
connection with any proposal to issue securities, that upon
conversion could equal 20% or more of the issued and outstanding
number of shares of the Common Stock of the Company along with any
other requirement to issue securities that could result in an
issuance of Common Stock equal to twenty percent (20%) or more of
the issued and outstanding number of shares of the Company Common
Stock. This Information Statement relates to our obtaining
shareholder approval for such corporate action.
The purpose of the
Information Statement is to notify our shareholders that on June 5,
2019, the Company received a written consent in lieu of a meeting
of shareholders (the “Written Consent”) from the
shareholders holding a majority of the common shares voting rights
of the Company, Mark C. Jensen, Thomas M. Sauve, Kirk P. Taylor,
Gregory Q. Jensen and Adam B. Jensen, the holder of a combined
14,336,136 votes of our Common Stock representing 61.49%% of the
voting rights of the issued and outstanding shares of our common
stock. The Written Consent adopted resolutions and
approved the following:
1.
The Company is
authorized pursuant to NASDAQ Rule 5635 (requiring Shareholder
Approval) to issue securities that upon conversion could equal
twenty percent (20%) or more of the issued and outstanding number
of shares of the Common Stock of the Company along with any other
requirement to issue securities that could result in an issuance of
Common Stock equal to twenty percent (20%) or more of the issued
and outstanding number of shares of the Company Common Stock. Until
such time as twenty (20) days have elapsed from the dissemination
of the Definitive Schedule 14C to Company Shareholders, any
issuance of securities by the Company shall be restricted to
converting, in an aggregate, less than twenty percent (20%) of the
number of shares of Common Stock presently
outstanding.
You are urged to
read the Information Statement in its entirety for a description of
the actions taken by the majority of shareholders of the Company.
The resolutions will become effective twenty (20) calendar days
after this Information Statement is first mailed to our
shareholders. A copy of the Written Consent is attached as an
exhibit to the Information Statement.
THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND
NO
STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH
IS
DESCRIBED HEREIN, WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
No action is
required by you. The enclosed Information Statement is
being furnished to you to inform you that the foregoing actions
have been approved by the holders of at least a majority of the
voting rights of the issued and outstanding Common Stock of the
Company. Because shareholders holding at least a majority of the
voting rights of our outstanding Common Stock have voted in favor
of the foregoing actions, and have sufficient voting power to
approve such actions through their ownership of Common Stock, no
other shareholder consents will be solicited in connection with the
transactions described in this Information
Statement. The Board is not soliciting your proxy in
connection with the adoption of these resolutions, and proxies are
not requested from stockholders.
This Information
Statement is being e-mailed or mailed on or about June 5, 2019 to
shareholders of record on May 15, 2019.
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Sincerely,
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/s/ Mark C.
Jensen
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Mark C.
Jensen
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Chief Executive
Officer
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American Resources
Corporation
c/o Law Office of
Clifford J. Hunt, P.A.
8200 Seminole
Boulevard
Seminole, Florida
33772
INFORMATION
STATEMENT
PURSUANT TO SECTION
14(C)
OF THE SECURITIES
EXCHANGE ACT OF 1934
AND RULE 14C-2
THEREUNDER
_________________________________
NO VOTE OR OTHER
ACTION OF THE COMPANY’S SHAREHOLDERS IS REQUIRED
IN CONNECTION WITH
THIS INFORMATION STATEMENT.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
The enclosed
Information Statement is being furnished to the holders of record
of shares of the common stock (the “Common Stock”) of
American Resources Corporation, a Florida corporation (the
“Company” or “ARC”), as of the close of
business on the record date May 15, 2019.
As we reported on
Form 8-K filed on June 4, 2019, we will be commencing a private
offering (the “Offering”) of up to potentially
4,500,000 units of our securities (the “Units”) with
each Unit consisting of (i) a Senior Convertible Debenture due 2022
(the “Debentures”) that is convertible into one share
each of the Company’s Class A Common Stock (the “Common
Stock”); and (ii) one warrant (the “Warrant”)
exercisable into one share each of the Common Stock. Assuming the
conversion of all Debentures and Warrants, there could potentially
be an additional twelve million (12,000,000) shares of our Common
Stock issued and outstanding upon total conversion. Pursuant to
NASDAQ Rule 5635, we are required to obtain shareholder approval in
connection with any proposal to issue securities, that upon
conversion could equal 20% or more of the issued and outstanding
number of shares of the Common Stock of the Company along with any
other requirement to issue securities that could result in an
issuance of Common Stock equal to twenty percent (20%) or more of
the issued and outstanding number of shares of the Company Common
Stock. This Information Statement relates to our obtaining
shareholder approval for such corporate
action.
Action
by Written Consent
The purpose of the
Information Statement is to notify our shareholders that on June 5,
2019, the Company received a written consent in lieu of a meeting
of shareholders (the “Written Consent”) from the
shareholders holding a majority of the common shares voting rights
of the Company, Mark C. Jensen, Thomas M. Sauve, Kirk P. Taylor,
Gregory Q. Jensen and Adam B. Jensen the holder of a combined
14,336,136 votes of our Common Stock representing 61.49% of the
voting rights of the issued and outstanding shares of our Common
Stock. The Written Consent adopted resolutions and approved
the following:
1.
The Company is
authorized pursuant to NASDAQ Rule 5635 (requiring Shareholder
Approval) to issue securities that upon conversion could equal
twenty percent (20%) or more of the issued and outstanding number
of shares of the Common Stock of the Company along with any other
requirement to issue securities that could result in an issuance of
Common Stock equal to twenty percent (20%) or more of the issued
and outstanding number of shares of the Company Common Stock. Until
such time as twenty (20) days have elapsed from the dissemination
of the Definitive Schedule 14C to Company Shareholders, any
issuance of securities by the Company shall be restricted to
converting, in an aggregate, less than twenty percent (20%) of the
number of shares of Common Stock presently
outstanding.
You are urged to
read the Information Statement in its entirety for a description of
the actions taken by the majority shareholders of the Company. The
resolutions and corporate action will become effective twenty (20)
calendar days after this Information Statement is first mailed to
our shareholders.
Stockholders
Entitled to Receive Notice of Action by Written
Consent
Because
shareholders holding at least a majority of the voting rights of
our outstanding Common Stock have voted in favor of the foregoing
actions, and have sufficient voting power to approve such actions
through their ownership of Common Stock, no other shareholder
consents will be solicited in connection with the transactions
described in this Information Statement. The Board is
not soliciting your proxy in connection with the adoption of these
resolutions, and proxies are not requested from
stockholders.
In accordance with
our bylaws, our Board of Directors has fixed the close of business
on May 15, 2019 as the record date for determining the shareholders
entitled to notice of the above noted actions. This Information
Statement is being e-mailed or mailed on or about June 5, 2019 to
shareholders of record on May 15, 2019.
DISTRIBUTION
AND COSTS
We will pay all
costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. In
addition, we will only deliver one Information Statement to
multiple security holders sharing an address, unless we have
received contrary instructions from one or more of the security
holders. Also, we will promptly deliver a separate copy of this
Information Statement and future shareholder communication
documents to any security holder at a shared address to which a
single copy of this Information Statement was delivered, or deliver
a single copy of this Information Statement and future shareholder
communication documents to any security holder or holders sharing
an address to which multiple copies are now delivered, upon written
request to us at our address noted above.
Shareholders may
also address future requests regarding delivery of information
statements by contacting us at the address noted
above.
VOTE
REQUIRED; MANNER OF APPROVAL
Because
shareholders holding at least a majority of the voting rights of
our outstanding Common Stock have voted in favor of the foregoing
actions, and have sufficient voting power to approve such actions
through their ownership of Class A Common stock, no other
shareholder consents will be solicited in connection with the
transactions described in this Information
Statement. The Board is not soliciting proxies in
connection with the adoption of these proposals, and proxies are
not requested from shareholders.
In addition, the
Florida Business Corporation Act provides in substance that
shareholders may take action without a meeting of the shareholders
and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of the
outstanding voting shares holding not less than the minimum number
of votes that would be necessary to approve such action at a
shareholders meeting. This action is effective when
written consents from holders of record of a majority of the
outstanding shares of voting stock are executed and delivered to
the Company and twenty (20) days have elapsed from the
dissemination of the Definitive Schedule 14C to Company
Shareholders.
The Company has no
other classes of voting stock outstanding other than the Class A
Common Stock, which is entitled one vote for each share. There
are 23,316,197 shares of Class A Common Stock issued and
outstanding as of the record date of May 15, 2019. In
accordance with our bylaws, our Board of Directors has fixed the
close of business on May 15, 2019 as the record date for
determining the shareholders entitled to notice of the corporate
action stated herein.
As we reported on
Form 8-K filed on June 4, 2019, we will be commencing a private
offering (the “Offering”) of up to potentially
4,500,000 units of our securities (the “Units”) with
each Unit consisting of (i) a Senior Convertible Debenture due 2022
(the “Debentures”) that is convertible into one share
each of the Company’s Class A Common Stock (the “Common
Stock”); and (ii) one warrant (the “Warrant”)
exercisable into one share each of the Common Stock. Assuming the
conversion of all Debentures and Warrants, there could potentially
be an additional twelve million (12,000,000) shares of our Common
Stock issued and outstanding upon total conversion. Pursuant to
NASDAQ Rule 5635, we are required to obtain shareholder approval in
connection with any proposal to issue securities, that upon
conversion could equal 20% or more of the issued and outstanding
number of shares of the Common Stock of the Company along with any
other requirement to issue securities that could result in an
issuance of Common Stock equal to twenty percent (20%) or more of
the issued and outstanding number of shares of the Company Common
Stock. This Information Statement relates to our obtaining
shareholder approval for such corporate
action.
On June 5, 2019,
the Company received a written consent in lieu of a meeting of
shareholders (the “Written Consent”) from the
shareholders Mark C. Jensen, Thomas M. Sauve, Kirk P. Taylor,
Gregory Q. Jensen and Adam B. Jensen, the holders of a combined
14,336,136 votes of our common stock representing 61.49% of the
voting rights of the issued and outstanding shares of our common
stock. The Written Consent adopted resolutions approved
the following:
1.
The Company is
authorized pursuant to NASDAQ Rule 5635 (requiring Shareholder
Approval) to issue securities that upon conversion could equal
twenty percent (20%) or more of the issued and outstanding number
of shares of the Common Stock of the Company along with any other
requirement to issue securities that could result in an issuance of
Common Stock equal to twenty percent (20%) or more of the issued
and outstanding number of shares of the Company Common Stock. Until
such time as twenty (20) days have elapsed from the dissemination
of the Definitive Schedule 14C to Company Shareholders, any
issuance of securities by the Company shall be restricted to
converting, in an aggregate, less than twenty percent (20%) of the
number of shares of Common Stock presently
outstanding.
APPRAISAL
RIGHTS
No appraisal rights
are available under the Florida Business Corporation Act or under
our Articles of Incorporation, as amended, as a result of the
corporate action referenced herein. This means that no shareholder
is entitled to receive any cash or other payment as a result of, or
in connection with the corporate action, even if a shareholder has
not been given an opportunity to vote.
OTHER
MATTERS
The Board knows of
no other matters other than those described in this Information
Statement which have been approved or considered by the holders of
a majority of the shares of the Company’s Common
Stock.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other
information with the SEC. You may read or copy any document we file
at the public reference room maintained by the SEC at
100 F Street, N.E., Washington, D.C. 20549. Copies
of this information may also be obtained by mail from the
SEC’s Public Reference Branch at 100 F Street,
N.E., Washington, D.C. 20549. In addition, our filings with
the SEC are also available to the public on the SEC’s
internet website at
http://www.sec.gov
Exhibit
No.
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Description
of Exhibit
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Location
Reference
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Written Consent to
Action by Shareholders
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Incorporated
herein by reference to Exhibit (10.1) to the Company's Form: PRE
14C filed June 5, 2019.
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IF YOU HAVE ANY
QUESTIONS REGARDING THIS INFORMATION STATEMENT PLEASE
CONTACT:
American
Resources Corporation
c/o Law Office of
Clifford J. Hunt, P.A.
8200 Seminole
Boulevard
Seminole, Florida
33772
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Sincerely,
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July
, 2019
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/s/ Mark C.
Jensen
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Mark C.
Jensen
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Chief Executive
Officer
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