Form 8-K - Current report

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): September 6, 2023

American Resources Corporation

(Exact name of registrant as specified in its charter)

Florida

000-55456

46-3914127

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12115 Visionary Way, Suite 174, 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 6, 2023, the Board of Directors (the “Board”) of American Resources Corporation (or the “Company”) appointed Josh Hawes to the Board of Directors. Mr. Hawes will serve as an Independent Director and a member of the Board’s Audit Committee.

Mr. Hawes is currently acting as an independent capital market strategist and recently served as the Chief Strategy Officer at USA Rare Earth, LLC and their Chief of Staff since 2020. Mr. Hawes obtained his Bachelor of Engineering from Auburn University.

Mr. Hawes will participate in the Company’s standard independent director compensation program, as described in the Company’s annual statement filed with the Securities and Exchange Commission. There is no arrangement or understanding pursuant to which Mr. Hawes was elected as a director, and there are no related party transactions between the Company and Mr. Hawes that would require disclosure under Item 404(a) of Regulation S-K.

Additionally, on September 6, 2023 Michael Layman stepped down as an independent director of the board effective immediately and will assume an advisory role with the Company on its Advisory Board. Mr. Layman served as a member of the Board’s Audit Committee. Mr. Layman’s decision to step down was not due to any disagreement with the Company, including with respect to any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On September 6, 2023, American Resources Corporation issued a press release regarding Mr. Hawes’ appointment to the Company’s Board of Directors.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached hereto and filed herewith.

Exhibit

No.

Description

99.1

Press Release Dated September 6, 2023

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.

	American Resources Corporation

Date: September 6, 2023	By	/s/ Mark C. Jensen
		Mark C. Jensen
		Chief Executive Officer

null

Cover	Sep. 06, 2023
Cover [Abstract]
Entity Registrant Name	American Resources Corporation
Entity Central Index Key	0001590715
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Sep. 06, 2023
Entity File Number	000-55456
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	46-3914127
Entity Address Address Line 1	12115 Visionary Way
Entity Address City Or Town	Fishers
Entity Address State Or Province	IN
Entity Address Postal Zip Code	46038
City Area Code	317
Local Phone Number	855-9926
Security 12b Title	Class A Common, $0.0001 Par Value
Trading Symbol	AREC
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Address Address Line 2	Suite 174