Current Report Filing (8-k)
March 08 2019 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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):
March 7, 2019
AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Florida
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000-55456
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46-3914127
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(State or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
I dentification
No.)
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9002
Technology Lane, Fishers Indiana, 46038
(Address
of principal executive offices)
(317)
855-9926
(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
(17CFR240.14a-12)
[
]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
[
]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§
240.12b-2 of this chapter).
Emerging
Growth Company [x]
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. [x]
Item 1.01 Entry into a Material Definitive
Agreement
On March 5, 2019, American Resources Corporation (the
“Company” “we,” “our” or
“us”) received notice from Maxim Group LLC
(“Maxim” or the “Underwriter”), that it was
exercising in full the Underwriters’ Over-allotment Option
(the “Over-allotment Option”) to purchase 150,000
shares of Company Class A Common Stock, par value $0.0001 per share
(the “Common Stock” or “Option Shares”), in
connection with the Company’s underwritten public offering
(the “Offering”). The Over-allotment Option was
exercised pursuant to Section 1(b) of the Underwriting Agreement
between the parties, dated February 15, 2019.
Maxim Group LLC acted as the sole book-running manager for the
Offering.
The closing on the purchase of the Option Shares occurred on March
7, 2019. The aggregate gross proceeds from the sale of the Option
Shares are $600,000.00, based on an offering price to the public
of $4.00 per share and before deducting the underwriting
discounts, commissions and offering expenses payable by us. The
sale of the Option Shares raised the total gross proceeds of the
Offering to $4,600,000. We intend to use the net proceeds from the
Option Shares to initiate coal production on certain permits that
we own, act upon certain acquisition opportunities, and for general
corporate purposes, including working capital.
The Option Shares were sold pursuant to the Company’s
effective registration statement on Form S-1 (File No. 333-226042)
initially filed by the Company with the Securities and Exchange
Commission (“SEC”) on July 2, 2018, as amended to date
(the “Registration Statement”) and declared effective
on February 14, 2019, and pursuant to a final prospectus filed with
the SEC on February 15, 2019.
The Underwriting Agreement is incorporated by reference herein as
Exhibit 1.1 from the Company’s Current Report on Form 8-K
filed with the SEC on February 20, 2019. The foregoing description
of the Underwriting Agreement is qualified in its entirety by
reference to the full text of the Underwriting
Agreement.
The Company also issued to the Underwriter warrants (collectively,
the “Underwriter Warrant”) to purchase up to an
aggregate of 80,500 shares (the “Warrant Shares”) of
Company Series A Common Stock. The Underwriter Warrant shall be
exercisable, in whole or in part, at any time and from time to time
commencing on August 15, 2019 through and including the Expiration
Date of February 15, 2021. The Warrant Exercise Price is $4.40 per
share; however, the Warrant also may be exercised on a cashless
basis as specified in the Warrant. The Exercise Price and number of
Warrant Shares are subject to adjustment from time to time in the
event of stock dividends stock splits, merger or consolidation, or
other fundamental transactions.
A copy of the Underwriter Warrant issued in connection with the
Offering is filed herewith as Exhibit 4.1 and is incorporated
herein by reference. The foregoing description of the Offering
by the Company and the documentation related thereto does not
purport to be complete and is qualified in its entirety by
reference to such Exhibits.
Item 8.01. Other
events.
On March 7, 2019, the Company issued a press release announcing the
closing regarding the sale of the Option Shares pursuant to the
exercise in full of the Underwriters’ Over-allotment Option.
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.
Exhibit Number
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Description
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Underwriting Agreement dated February 15, 2019 between the Company
and Maxim Group LLC – incorporated by reference to
the Company’s Current
Report on Form 8-K filed with the
SEC on February 20,
2019.
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Press release dated March 7, 2019 – filed
herewith.
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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.
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American Resources
Corporation
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Date: March, 7,
2019
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By:
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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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