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PROSPECTUS
SUPPLEMENT
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Filed
Pursuant to Rule 424(b)(5)
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(To
Prospectus dated June 4, 2019)
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Registration
No. 333-230786
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3,600,000 shares of Class A Common Stock
Warrants to Purchase 3,600,000 shares of Class A Common
Stock
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We are
offering 3,600,000 shares of our Class A Common Stock (or the
“Common Stock”) and warrants (the
“Warrants”) to purchase up to 3,600,000 shares of
Common Stock. Each share of Common Stock we sell in this offering
will be accompanied by a Warrant to purchase one share of Common
Stock at an exercise price of $1.20 per share. Each share of Common
Stock and accompanying Warrant are being sold at a combined
purchase price of $1.05. The shares of Common Stock and Warrants
can only be purchased together in this offering but will be issued
separately and will be immediately separable upon
issuance.
This
prospectus supplement also relates to the offering of the shares of
Common Stock issuable upon exercise of the Warrants.
The
proceeds to us before expenses in this offering will be $3,477,600.
We estimate the total expenses of this offering will be
$30,000.
Our
Common Stock is quoted on The Nasdaq Capital Market under the
symbol “AREC”. On August 22, 2019, the last reported
sales price for our Common Stock on The Nasdaq Capital Market was
$1.12 per share.
We are
an “emerging growth company” as defined in the
Jumpstart Our Business Startups Act of 2012 and, as such, have
elected to comply with certain reduced public company reporting
requirements for this prospectus supplement and future
filings.
Investing
in our securities involves a high degree of risk. See “Risk
Factors” beginning on page S-5 of this prospectus supplement
for a discussion of information that should be considered in
connection with an investment in our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
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Per Share of
Common Stock and Accompanying Warrant
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Public offering
price
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$1.05
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$3,780,000
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Underwriting
discounts(1)
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$0.084
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$302,400
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Proceeds to
us before
expenses(2)(3))
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$0.966
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$3,477,600
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(1)
We have agreed to
reimburse the underwriter for expenses incurred by it in an amount
not to exceed $65,000. See “Underwriting” for
additional disclosure regarding total underwriting
compensation.
(2)
The amount of the
offering proceeds to us presented in this table does not give
effect to the exercise, if any, of the Warrants.
(3)
We have granted the
underwriter an option for a period of 45 days to purchase up to
540,000 additional shares of Common Stock and/or 540,000 additional
Warrants. If the underwriter exercises this option in full, the
underwriting discounts payable by us will be $ 347,760 and the
total proceeds to us, before expenses, will be $
3,999,240.
The underwriter expects to deliver the shares of Common Stock and
the Warrants to investors on or about August 27, 2019.
MAXIM GROUP LLC
Lead Bookrunning Manager
TABLE
OF CONTENTS
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Page
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Prospectus
Supplement
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i
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ABOUT THIS
PROSPECTUS SUPPLEMENT
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ii
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SUMMARY
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S-1
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RISK
FACTORS
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S-3
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CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
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S-4
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USE OF
PROCEEDS
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S-4
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DILUTION
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S-5
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CAPITALIZATION
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S-6
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DESCRIPTION OF THE
SECURITIES WE ARE OFFERING
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S-6
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UNDERWRITING
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S-8
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LEGAL
MATTERS
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S-11
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EXPERTS
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S-11
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WHERE YOU CAN FIND
MORE INFORMATION
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S-11
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INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
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S-11
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Prospectus
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ABOUT
THIS PROSPECTUS
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iv
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SUMMARY
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RISK
FACTORS
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1
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FORWARD-LOOKING
STATEMENTS
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1
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OUR
COMPANY
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2
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DILUTION
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3
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USE OF
PROCEEDS
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3
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DESCRIPTION
OF CLASS A COMMON STOCK
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3
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DESCRIPTION
OF WARRANTS
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7
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DESCRIPTION
OF UNITS
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10
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PLAN OF
DISTRIBUTION
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12
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LEGAL
MATTERS
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13
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EXPERTS
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13
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WHERE
YOU CAN FIND MORE INFORMATION
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13
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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14
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OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
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16
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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16
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EXHIBITS
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18
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UNDERTAKINGS
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19
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Neither we nor the underwriters have authorized anyone to provide
any information or to make any representations other than those
contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus or in any free writing
prospectuses we have authorized for use in connection with this
offering. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you. This prospectus supplement and the
accompanying prospectus together constitute an offer to sell only
the securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information
contained in this prospectus supplement, the accompanying
prospectus and any free writing prospectuses that we have
authorized for use in connection with this offering is current only
as of its date. Our business, financial condition, results of
operations and prospects may have changed since those dates. You
should read this prospectus supplement, the accompanying
prospectus, the documents incorporated by reference herein and
therein, and any free writing prospectus that we have authorized
for use in connection with this offering when making your
investment decision. You should also read and consider the
information in the documents we have referred you to in the section
of the accompanying prospectus titled “Incorporation of
Certain Information by Reference.”
About
this prospectus supplement
This
prospectus supplement and the accompanying prospectus form part of
a registration statement on Form S-3 that we filed with
the Securities and Exchange Commission, or SEC, utilizing a
“shelf” registration process. This document contains
two parts. The first part consists of this prospectus supplement,
which provides you with specific information about this offering.
The second part, the accompanying prospectus, provides more general
information, some of which may not apply to this offering.
Generally, when we refer only to the “prospectus,” we
are referring to both parts combined. This prospectus supplement
may add, update or change information contained in the accompanying
prospectus. To the extent that any statement we make in this
prospectus supplement is inconsistent with statements made in the
accompanying prospectus or any documents incorporated by reference
herein or therein, the statements made in this prospectus
supplement will be deemed to modify or supersede those made in the
accompanying prospectus and such documents incorporated by
reference herein and therein. You should read this prospectus
supplement and the accompanying prospectus, including the
information incorporated by reference herein and therein, and any
related free writing prospectus that we have authorized for use in
connection with this offering.
You
should rely only on the information that we have included or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and any related free writing prospectus
that we may authorize to be provided to you. We have not authorized
any dealer, salesman or other person to give any information or to
make any representation other than those contained or incorporated
by reference in this prospectus supplement, the accompanying
prospectus or any related free writing prospectus that we may
authorize to be provided to you. You must not rely upon any
information or representation not contained or incorporated by
reference in this prospectus supplement, the accompanying
prospectus or any related free writing prospectus. This prospectus
supplement, the accompanying prospectus and any related free
writing prospectus do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the
registered securities to which they relate, nor do this prospectus
supplement, the accompanying prospectus or any related free writing
prospectus constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such
jurisdiction.
You
should not assume that the information contained in this prospectus
supplement, the accompanying prospectus or any related free writing
prospectus is accurate on any date subsequent to the date set forth
on the front of the document or that any information we have
incorporated by reference herein or therein is correct on any date
subsequent to the date of the document incorporated by reference,
even though this prospectus supplement, accompanying prospectus or
any related free writing prospectus is delivered, or securities are
sold, on a later date.
This
prospectus supplement contains or incorporates by reference
summaries of certain provisions contained in some of the documents
described herein, but reference is made to the actual documents for
complete information. All of the summaries are qualified in their
entirety by the actual documents. Copies of some of the documents
referred to herein have been or will be filed or have been or will
be incorporated by reference as exhibits to the registration
statement of which this prospectus supplement forms a part, and you
may obtain copies of those documents as described in this
prospectus supplement under the heading “Where You Can Find
More Information.”
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SUMMARY
This summary highlights information contained in other parts of
this prospectus supplement. Because it is only a summary, it does
not contain all of the information that you should consider before
investing in shares of our common stock and it is qualified in its
entirety by, and should be read in conjunction with, the more
detailed information appearing elsewhere in this prospectus
supplement, the accompanying prospectus, any applicable free
writing prospectus and the documents incorporated by reference
herein and therein. You should read all such documents carefully,
especially the risk factors and our financial statements and the
related notes included or incorporated by reference herein or
therein, before deciding to buy shares of our common stock. Unless
the context requires otherwise, references in this prospectus to
“AREC,” the “Company,” “we,”
“us” and “our” refer to American Resources
Corporation.
Overview
We are a producer
of primarily high-quality, metallurgical coal in eastern Kentucky.
Through its wholly-owned subsidiary Quest Energy, AREC has coal
mining and coal processing operations substantially all located in
eastern Kentucky. A majority of our domestic and international
target customer base includes blast furnace steel mills and coke
plants, as well as international metallurgical coal consumers,
domestic electricity generation utilities, and other industrial
customers.
AREC currently has
six coal mining and processing operating subsidiaries: McCoy
Elkhorn Coal LLC (doing business as McCoy Elkhorn Coal Company)
(McCoy Elkhorn), Knott County Coal LLC (Knott County Coal), Deane
Mining, LLC (Deane Mining) and Wyoming County Coal LLC (Wyoming
County), Quest Processing LLC (Quest Processing) located in eastern
Kentucky and western West Virginia within the Central Appalachian
coal basin, and ERC Mining Indiana Corporation (ERC) located in
southwest Indiana within the Illinois coal basin. The coal deposits
under control by the Company are generally comprise of
metallurgical coal (used for steel making), pulverized coal
injections (used in the steel making process) and high-BTU, low
sulfur, low moisture bituminous coal used for a variety of uses
within several industries, including industrial customers,
specialty products and thermal coal used for electricity
generation.
Current Production
We achieved initial
commercial production of metallurgical coal in September 2016 from
our McCoy Elkhorn Mine #15 and from our McCoy Elkhorn Carnegie 1
Mine in March 2017. In October 2017 we achieved commercial
production of thermal coal from our Deane Mining Access Energy Mine
and from our Deane Mining Razorblade Surface Mine in May 2018. We
believe that we will be able to take advantage of recent increases
in U.S. and global benchmark metallurgical and thermal coal prices
and intend to opportunistically increase the amount of our
projected production that is directed to the export market to
capture favorable differentials between domestic and global
benchmark prices. We commenced operations of two out of four of our
internally owned preparation plants in July of 2016 (Bevins #1 and
Bevins #2 Prep Plants at McCoy Elkhorn), with a third preparation
plant commencing operation in October 2017 (Mill Creek Prep Plant
at Deane Mining). Pursuant to the definitions in Paragraph (a) (4)
of the Securities and Exchange Commission's Industry Guide 7, our
coal has not been classified as either “proven” or
“probable” and as a result, do not have any
“proven” or “probable” reserves under such
definition, and our company and its business activities are deemed
to be in the exploration stage until mineral reserves are defined
on our properties.
Our
Company Background
We began our
Company on October 2, 2013 and changed our name from Natural Gas
Fueling and Conversion Inc. to NGFC Equities, Inc. on February 25,
2015, and then changed our name from NGFC Equities, Inc. to
American Resources Corporation on February 17, 2017. On January 5,
2017, ARC executed a Share Exchange Agreement between the Company
and Quest Energy Inc., a private company incorporated in the State
of Indiana with offices at 9002 Technology Lane, Fishers IN 46038,
and due to the fulfillment of various conditions precedent to
closing of the transaction, the control of the Company was
transferred to the Quest Energy shareholders on February 7, 2017
resulting in Quest Energy becoming a wholly-owned subsidiary of
ARC. Our telephone number is (317) 855-9926 and our website address
is www.americanresourcescorp.com. Neither
our website nor any information contained on, or accessible
through, our website is part of this prospectus.
Recent
Developments
In June 2019, we
sought to raise capital in the form of a $35 million private
offering of units, each unit consisting of Senior Convertible
Debentures due 2022 and warrants to purchase Common Stock. In
August 2019, we terminated the offering and discontinued all
activities in connection with the unit placement.
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SUMMARY
OF OFFERING TERMS
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Common
Stock offered by the Company
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3,600,000 shares of Common
Stock.
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Total
warrants offered by the Company
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Warrants to
purchase up to 3,600,000 shares of Common Stock (with a Warrant to
purchase one share of Common Stock being issued in connection with
each share of Common Stock issued in this offering). Each Warrant
will have an exercise price of $1.20 per share of Common Stock and
will expire on the 60-month anniversary of the date of issuance.
Each Warrant will be exercisable immediately upon issuance. The
exercise price of the Warrant will be subject to adjustment in the
event we issue additional Common Stock or securities convertible
into Common stock at a purchase price that is less than the
then-current exercise price of the Warrant, subject to certain
exceptions. A holder will not have the right to exercise any
portion of the Warrant if the holder (together with its affiliates)
would beneficially own in excess of 4.99% (or, at the election of
the purchaser, 9.99%), of the number of shares of our Common Stock
outstanding immediately after giving effect to the exercise, as
such percentage ownership is determined in accordance with the
terms of the Warrants. This prospectus supplement also relates to
the offering of the shares of Common Stock issuable upon exercise
of such Warrants. See “Description of Securities We are
Offering—Warrants” for a discussion on the terms of the
Warrants.
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Combined
offering price per share of Common Stock and accompanying
Warrant
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$1.05
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Common
Stock outstanding immediately prior to this offering
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23,367,197
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Common
Stock to be outstanding immediately after this
offering
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26,967,197
shares (assuming no exercise of any of
the Warrants offered hereby).
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Use
of proceeds
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We
estimate that the net proceeds from this offering will be
approximately $3,447,600 after deducting underwriting discounts and
other estimated offering expenses payable by us (assuming no
exercise of any of the Warrants offered hereby). The Company will
use the proceeds of this offering to initiate coal production on
certain permits the Company owns, act upon certain acquisition
opportunities, particularly those that are in close proximity to
our current operations, capital expenditures, the repayment of
indebtedness outstanding, working capital, and other general
corporate purposes. We have not yet made final investment decisions
with respect to any of these potential projects and we cannot
currently allocate specific percentages of the net proceeds that we
may use for the purposes described above.
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Listing
and trading symbol
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“AREC”.
The Warrants will not
be listed for trading on any national securities
exchange.
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Risk
factors
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You
should carefully read and consider the information set forth under
the heading “Risk Factors” and all other information
set forth in this prospectus before deciding to invest in our
common stock.
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Implications of being an emerging growth company
As
a company with less than $1.07 billion in revenue during our
last fiscal year, we qualify as an “emerging growth
company” as defined in the Jumpstart Our Business Startups
Act of 2012, or the JOBS Act. For so long as we remain an emerging
growth company, we are permitted and intend to rely on exemptions
from specified disclosure requirements that are applicable to other
public companies that are not emerging growth companies. These
exemptions include:
● not being required
to comply with the auditor attestation requirements in the
assessment of our internal control over financial
reporting;
● not being required
to comply with any requirement that may be adopted by the Public
Company Accounting Oversight Board regarding mandatory audit firm
rotation or a supplement to the auditor’s report providing
additional information about the audit and the financial
statements;
● reduced disclosure
obligations regarding executive compensation; and
● exemptions from the
requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute
payments not previously approved.
We
may take advantage of these provisions until December 31,
2019. We may choose to take advantage of some, but not all, of the
available exemptions. We have taken advantage of some reduced
reporting burdens in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and
therein. Accordingly, such information may be different than the
information you receive from other public companies in which you
hold stock.
In
addition, the JOBS Act provides that an emerging growth company can
take advantage of an extended transition period for complying with
new or revised accounting standards. This provision allows an
emerging growth company to delay the adoption of some accounting
standards until those standards would otherwise apply to private
companies. We have irrevocably elected not to avail ourselves of
this exemption from new or revised accounting standards and,
therefore, we will be subject to the same new or revised accounting
standards as other public companies that are not emerging growth
companies.
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RISK
FACTORS
Investing in our securities involves a high degree of risk. Before
making an investment decision, you should carefully consider the
discussion of risks and uncertainties under the heading “Risk
Factors” contained in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, which is incorporated by
reference in this prospectus supplement and the accompanying
prospectus, and under similar headings in our subsequently filed
quarterly reports on Form 10-Q and annual reports on Form 10-K, as
well as the other risks and uncertainties described in any
applicable free writing prospectus and in the other documents
incorporated by reference in this prospectus supplement and the
accompanying prospectus. See the sections entitled “Where You
Can Find More Information” and “Incorporation of
Certain Information by Reference” in this prospectus
supplement and the accompanying prospectus. The risks and
uncertainties we discuss in the documents incorporated by reference
in this prospectus are those we currently believe may materially
affect us. Additional risks and uncertainties not presently known
to us or that we currently believe are immaterial also may also
materially and adversely affect our business, financial condition
and results of operations.
Risks related to this offering
Management will have broad discretion as to the use of the proceeds
from this offering, and we may not use the proceeds
effectively.
Our
management will have broad discretion with respect to the use of
proceeds of this offering, including for any of the purposes
described in the section of this prospectus supplement titled
“Use of Proceeds.” You will be relying on the judgment
of our management regarding the application of the proceeds of this
offering. The results and effectiveness of the use of proceeds are
uncertain, and we could spend the proceeds in ways that you do not
agree with or that do not improve our results of operations or
enhance the value of our common stock. Our failure to apply these
funds effectively could have a material adverse effect on our
business, delay the development of our product candidates and cause
the price of our common stock to decline.
You will experience immediate and substantial dilution in the net
tangible book value per share of the common stock you
purchase.
Since the public offering price for our common stock in this
offering is substantially higher than the net tangible book value
per share of our common stock outstanding prior to this offering,
you will suffer immediate and substantial dilution in the net
tangible book value of the common stock you purchase in this
offering. Based on the public offering price of $1.05
per share and accompanying Warrant,
investors purchasing shares of common stock in this offering will
incur immediate dilution of $0.514 per share in the as adjusted net tangible book
value. If the underwriters exercise their option to purchase
additional shares, you will experience additional dilution. See the
section titled “Dilution” below for a more detailed
discussion of the dilution you will incur if you purchase shares in
this offering.
There is no public market for the Warrants being offered in this
offering.
There
is no established public trading market for the Warrants being
offered in this offering, and we do not expect a market to develop.
In addition, we do not intend to apply to list the Warrants on any
securities exchange or nationally recognized trading system,
including The Nasdaq Capital Market. Without an active market, the
liquidity of the Warrants will be limited.
Holders of Warrants purchased in this offering will have no rights
as holders of Common Stock until such holders exercise their
Warrants and acquire our Common Stock.
Until
holders of Warrants acquire shares of our Common Stock upon
exercise of the Warrants, holders of Warrants will have no rights
with respect to the shares of our Common Stock underlying such
Warrants. Upon exercise of the Warrants, the holders will be
entitled to exercise the rights of a holder of Common Stock only as
to matters for which the record date occurs after the exercise
date.
Future sales of our common stock by us or our existing stockholders
could cause the market price of our common stock to decline
significantly, even if our business is doing well.
Sales
of a substantial number of shares of our common stock in the public
market could occur at any time. These sales, or the perception in
the market that such sales may occur, could reduce the market price
of our common stock.
We, our executive officers and directors have
entered into lock-up agreements with the underwriters
under which we and they have agreed, subject to certain exceptions,
not to sell, directly or indirectly, any shares of our common stock
without the permission of the underwriters for a period of
90 days following the date of this
prospectus supplement. We refer to such period as
the lock-up period. When the lock-up period
expires, we, our executive officers and directors will be able to
sell shares of common stock in the public market, subject to
compliance with applicable securities laws restrictions. In
addition, the underwriters may, in their sole discretion, release
all or some portion of the shares of common stock subject
to lock-up agreements at any time and for any reason.
Sales of a substantial number of such shares of common stock upon
expiration of the lock-up or otherwise, the perception
that such sales may occur, or early release of these agreements,
could cause the market price of our common stock to fall or make it
more difficult for you to sell your common stock at a time and
price that you deem appropriate.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement (including any documents incorporated by
reference herein) contains statements with respect to us which
constitute “forward-looking statements” within the
meaning of Section 27A of the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, and are intended
to be covered by the “safe harbor” created by those
sections. Forward-looking statements, which are based on certain
assumptions and reflect our plans, estimates and beliefs, can
generally be identified by the use of forward-looking terms such as
“believes,” “expects,” “may,”
“will,” “should,” “could,”
“seek,” “intends,” “plans,”
“estimates,” “anticipates” or other
comparable terms. These forward-looking statements include, but are
not limited to, statements concerning future events, our future
financial performance, business strategy and plans and objectives
of management for future operations. Our actual results could
differ materially from those discussed in the forward-looking
statements. Factors that could cause or contribute to these
differences include those discussed in “Risk Factors”
in this prospectus supplement and the documents incorporated by
reference herein.
We
caution readers not to place undue reliance upon any such
forward-looking statements, which speak only as of the date they
are made. We disclaim any obligation, except as specifically
required by law and the rules of the SEC, to publicly update or
revise any such statements to reflect any change in company
expectations or in events, conditions or circumstances on which any
such statements may be based, or that may affect the likelihood
that actual results will differ from those set forth in the
forward-looking statements.
You
should read this prospectus supplement, the accompanying
prospectus, and the documents that we incorporate by reference
herein and therein and have filed as exhibits to the registration
statement of which this prospectus supplement is part, completely
and with the understanding that our actual future results may be
materially different from what we expect. You should assume that
the information appearing in this prospectus supplement is accurate
as of the date on the cover of this prospectus supplement only. Our
business, financial condition, results of operations and prospects
may change. We may not update these forward-looking statements,
even though our situation may change in the future, unless we have
obligations under the federal securities laws to update and
disclose material developments related to previously disclosed
information. We qualify all of the information presented in this
prospectus supplement, and particularly our forward-looking
statements, by these cautionary statements.
USE
OF PROCEEDS
We estimate the
proceeds to us before expenses from this offering will be
$3,477,600 (assuming no exercise of any of the Warrants offered
hereby), based on a public offering price of $1.05 per share of
Common Stock and accompanying Warrant. We estimate the total
expenses of this offering will be $30,000. We intend to use the net
proceeds from this offering to initiate coal production on certain
permits the Company owns, act upon certain acquisition
opportunities, particularly those that are in close proximity to
our current operations, capital expenditures, the repayment of
indebtedness outstanding, working capital, and other general
corporate purposes. We have not yet made final investment decisions
with respect to any of these potential projects and we cannot
currently allocate specific percentages of the net proceeds that we
may use for the purposes described above.
If a Warrant holder
elects to exercise the Warrants issued in this offering, we may
also receive proceeds from the exercise of the Warrants. We cannot
predict when or if the Warrants will be exercised. It is possible
that the Warrants may expire and may never be
exercised.
DILUTION
If you
invest in this offering, your ownership interest will be
immediately diluted to the extent of the difference between the
public offering price per share and the as adjusted net tangible
book value per share after giving effect to this offering. We
calculate net tangible book value per share by dividing the net
tangible book value, which is the total tangible assets less total
liabilities, by the number of outstanding shares of our common
stock. Dilution represents the difference between the portion of
the amount per share paid by purchasers of shares in this offering
and the as adjusted net tangible book value per share of our Common
Stock immediately after giving effect to this offering. Our net
tangible book value as of June 30, 2019 was approximately
$10,727,983, or $0.46 per share.
After
giving effect to the sale of 3,600,000 shares of common stock
in this offering at the public offering price of $1.05 per share of
common stock and accompanying Warrant, and after deducting the
underwriting discount and estimated offering expenses payable by
us, our as adjusted net tangible book value would have been
approximately $ 14.2 million, or approximately $ 0.526
per share of common stock, as of June 30, 2019. This represents an
immediate increase in net tangible book value of approximately
$ 0.066 per share to existing stockholders and an immediate
dilution of approximately $ 0.514 per share to new
investors.
The
following table illustrates this per share dilution based on shares
outstanding as of June 30, 2019:
|
Public
offering price per share
|
$1.04
|
|
Historical net
tangible book value per share as of June 30, 2019
|
$0.46
|
|
Increase in net
tangible book value per share after this offering
|
$0.066
|
|
As-Adjusted Net
tangible book value per share as of June 30, 2019 after this
offering
|
$0.526
|
|
Dilution per share
to investors participating in this offering
|
$0.514
|
The
above discussion and table excludes common stock
equivalents.
To the
extent that any of these options or warrants are exercised or we
issue additional shares of common stock in the future, there will
be further dilution to investors participating in this
offering.
CAPITALIZATION
The
following table summarizes our capitalization and cash and cash
equivalents as of June 30, 2019 and our capitalization as of June
30, 2019 on an as-adjusted basis, based on a public offering price
of $1.05 per share of Common Stock and accompanying Warrant
(excluding any proceeds that may be received, and shares of Common
Stock that may be issued, upon exercise of the Warrants). You
should read the following table in conjunction with “Use of
Proceeds” in this prospectus supplement and our consolidated
financial statements and the notes thereto incorporated by
reference in this prospectus supplement and the accompanying
prospectus:
|
|
As of June 30,
2019 (unaudited)
|
|
|
|
|
|
Cash & Cash
Equivalents
|
$1,129,790
|
$4,577,390
|
|
|
|
|
|
Long Term
Debt
|
4,826,451
|
4,826,451
|
|
Reclamation
Liability
|
19,180,605
|
19,180,605
|
|
Total Long Term
Debt and Reclamation Liability:
|
$24,007,056
|
24,007,056
|
|
|
|
|
|
Class A Common
stock, $0.0001 par value, 230,000,000 shares authorized, 23,367,197
shares issued and outstanding, actual and 26,967,197 issued and
outstanding, as adjusted
|
2,337
|
2,697
|
|
Additional paid in
capital
|
86,367,056
|
89,814,296
|
|
Accumulated
deficit
|
(75,641,410)
|
(75,641,410)
|
|
Total
stockholders’ equity
|
10,727,983
|
14,175,583
|
|
Total
capitalization
|
$34,735,039
|
$38,182,639
|
The
above discussion and table excludes common stock
equivalents.
To
the extent that any of these options or warrants are exercised or
we issue additional shares of common stock in the future, there
will be further dilution to investors participating in this
offering.
DESCRIPTION OF THE SECURITIES WE ARE OFFERING
General
As
of the date of this prospectus, under our amended and restated
articles of incorporation, as amended, we have the authority to
issue 230,000,000 shares of Common Stock, par value $0.0001 per
share, and 30,000,000 shares of preferred stock, par value $0.0001
per share. As of August 19, 2019, there were 23,367,197 shares of
our Common Stock issued and outstanding and no shares of preferred
stock issued and outstanding.
We
are offering 3,600,000 shares of our Common Stock together with
Warrants to purchase up to an aggregate of 3,600,000 shares of our
Common Stock. Each share of our Common Stock is being sold together
with one Warrant to purchase one share of Common Stock. The shares
of our Common Stock and related Warrants will be issued separately.
We are also registering the shares of our Common Stock issuable
from time to time upon exercise of the Warrants offered
hereby.
Common Stock
Each
outstanding share of Common Stock entitles the holder to one vote,
either in person or by proxy, on all matters submitted to a vote of
stockholders, including the election of directors. There is no
cumulative voting in the election of directors. Subject to
preferences which may be applicable to any outstanding shares of
preferred stock from time to time, holders of our common stock have
equal ratable rights to such dividends as may be declared from time
to time by our Board of Directors out of funds legally available
therefor. In the event of any liquidation, dissolution or
winding-up of our affairs, holders of common stock will be entitled
to share ratably in our remaining assets after provision for
payment of amounts owed to creditors and preferences applicable to
any outstanding shares of preferred stock. All outstanding shares
of Common Stock are fully paid and nonassessable.
Warrants
The
following summary of certain terms and provisions of the warrants
offered hereby is not complete and is subject to, and qualified in
its entirety by, the provisions of the Warrant. Prospective
investors should carefully review the terms and provisions of the
form of Warrant for a complete description of the terms and
conditions of the Warrants.
Exercisability. The
Warrants are exercisable on the date of issuance, and at any time
thereafter up to five years from the initial exercise date, at
which time any unexercised Warrants will automatically be exercised
through a cashless exercise. The Warrants will be exercisable, at
the option of each holder, in whole or in part by delivering to us
a duly executed exercise notice and, at any time a registration
statement registering the issuance of the shares of Common Stock
underlying the Warrants under the Securities Act is effective and
available for the issuance of such shares, or an exemption from
registration under the Securities Act is available for the issuance
of such shares, by payment in full in immediately available funds
for the number of shares of Common Stock purchased upon such
exercise. If a registration statement registering the issuance of
the shares of Common Stock underlying the Warrants under the
Securities Act is not effective or available and an exemption from
registration under the Securities Act is not available for the
issuance of such shares, the holder may, in its sole discretion,
elect to exercise the Warrant through a cashless exercise, in which
case the holder would receive upon such exercise the net number of
shares of Common Stock determined according to the formula set
forth in the Warrant. No fractional shares of Common Stock will be
issued in connection with the exercise of a Warrant. In lieu of
fractional shares, we will at our option, either pay the holder an
amount in cash equal to the fractional amount multiplied by the
exercise price or issue a full share in lieu of the fractional
share.
Exercise
Limitation. A holder will
not have the right to exercise any portion of the Warrant if the
holder (together with its affiliates) would beneficially own in
excess of 4.99% (or, upon election of the holder, 9.99%) of the
number of shares of our Common Stock outstanding immediately after
giving effect to the exercise, as such percentage ownership is
determined in accordance with the terms of the Warrants. However,
any holder may increase or decrease such percentage, provided that
any increase will not be effective until the 61st day after such
election.
Exercise
Price. The Warrants will
have an exercise price of $1.20 per share. The exercise price is
subject to appropriate adjustment in the event of certain stock
dividends and distributions, stock splits, stock combinations,
reclassifications or similar events affecting our common stock and
also upon any distributions of assets, including cash, stock or
other property to our stockholders. Additionally, if and whenever
we issue or sell, or are deemed to have issued or sold, any shares
of Common Stock (including the issuance or sale of shares of Common
Stock owned or held by or for our account, but excluding any
“excluded securities” issued or sold or deemed to have
been issued or sold) for a consideration per share less than a
price equal to the exercise price in effect immediately prior to
such issuance or sale or deemed issuance or sale then, immediately
after such issuance, the exercise price then in effect shall be
reduced to an amount equal to the lower
price.
Transferability. Subject
to applicable laws, the Warrants may be offered for sale, sold,
transferred or assigned without our consent.
Exchange
Listing. There is no
established trading market for the Warrants and we do not expect a
market to develop. In addition, we do not intend to apply for the
listing of the Warrants on any national securities exchange or
other trading market. Without an active trading market, the
liquidity of the Warrants will be limited.
Fundamental
Transactions. If a
fundamental transaction occurs, then the holder may elect to
exercise the Warrant effective at closing of the fundamental
transaction and receive the same consideration as the holder would
have been entitled to had the holder exercised the Warrant
immediately prior to closing of the fundamental transaction or the
holder may require that the successor entity will succeed to, and
be substituted for us, and may exercise every right and power that
we may exercise and will assume all of our obligations under the
Warrants with the same effect as if such successor entity had been
named in the Warrant itself. If holders of our Common Stock are
given a choice as to the securities, cash or property to be
received in a fundamental transaction, then the holder shall be
given the same choice as to the consideration it receives upon any
exercise of the Warrant following such fundamental
transaction.
Rights as a
Stockholder. Except as otherwise
provided in the Warrants or by virtue of such holder’s
ownership of shares of our Common Stock, the holder of a warrant
does not have the rights or privileges of a holder of our common
stock, including any voting rights, until the holder exercises the
Warrant.
UNDERWRITING
We have entered
into an underwriting agreement with Maxim Group LLC
(“Maxim” or the “Underwriter”) acting as
the sole book-running manager and underwriter for this offering.
Subject to the terms and conditions of the underwriting agreement,
the Underwriter has agreed to purchase, and we have agreed to sell
to the Underwriter, the number of shares of Common Stock and
Warrants at the public offering price, less the underwriting
discounts, as set forth on the cover page of this prospectus
supplement.
The underwriting
agreement provides that the obligation of the Underwriter to pay
for and accept delivery of the shares of Common Stock and Warrants
offered by this prospectus supplement are subject to the approval
of certain legal matters by the Underwriter’s counsel and to
other conditions. The Underwriter is obligated to take and pay for
all of the shares of Common Stock and Warrants offered by this
prospectus supplement if any such shares of Common Stock and
Warrants are taken, other than those shares of Common Stock and/or
Warrants covered by the over-allotment option described
below.
Over-Allotment
Option
We have
granted to the Underwriter an option, exercisable not later than 45
days after the effective date of the underwriting agreement, to
purchase up to540,000additional shares of Common Stock and/or
additional Warrants to purchase an aggregate of 540,000 shares of
Common Stock, at the public offering price less the underwriting
discounts set forth on the cover page of this prospectus
supplement. We will be obligated, pursuant to the option, to sell
these additional shares of Common Stock and/or Warrants to the
Underwriter to the extent the option is exercised. If any
additional shares of Common Stock and/or accompanying Warrants are
purchased, the Underwriter will offer the additional shares of
Common Stock and/or Warrants on the same terms as those on which
the other shares of Common Stock and Warrants are being offered
hereunder.
Compensation
We have
agreed to sell shares of Common Stock and Warrants to the
Underwriter at a discount equal to 8.0% of public offering price of
the Common Stock and Warrants. The Underwriter proposes to offer
the shares of Common Stock and Warrants directly to the public at
the public offering price set forth on the cover of this prospectus
supplement. In addition, the Underwriter may offer some of the
shares of Common Stock and Warrants to other securities dealers at
such price less a concession of up to 4.0% or $0.042 per share and
accompanying Warrant. After the offering to the public, the
offering price and other selling terms may be changed by the
Underwriter without changing the proceeds we will receive from the
Underwriter. The following table summarizes the public offering
price, underwriting discounts and proceeds before expenses to us
assuming both no exercise and full exercise of the
Underwriter’s option to purchase additional shares of Common
Stock and/or Warrants.
|
|
Per Share and
accompanying Warrant
|
Total
Without
Over-Allotment
|
Total
With
Over-Allotment
|
|
Public Offering
price
|
$1.05
|
$3,780,000
|
$4,347,000
|
|
Underwriting
discounts
|
$0.084
|
$302,400
|
$347,760
|
|
Proceeds to
us before
expenses
|
$0.966
|
$3,477,600
|
$3,999,240
|
We estimate the
total expenses of this offering, including registration, filing and
listing fees, printing fees and legal and accounting expenses, but
excluding underwriting discounts, will be approximately $30,000,
all of which are payable by us. Pursuant to the underwriting
agreement, we have agreed not to enter into any agreement to issue
or announce the issuance or proposed issuance of any Common Stock
or Common Stock Equivalents for a period of 90 days following the
final closing of the offering.
Lock-Up
Agreements
We and each of our
officers and directors have agreed, subject to certain exceptions,
not to offer, issue, sell, contract to sell, encumber, grant any
option for the sale of or otherwise dispose of any shares of our
Common Stock and warrants to purchase shares of Common Stock or
other securities convertible into or exercisable or exchangeable
for shares of our Common Stock for a period of 90 days after the
date of the underwriting agreement without the prior written
consent of the Underwriter. The Underwriter may in its sole
discretion and at any time without notice release some or all of
the shares subject to lock-up agreements prior to the expiration of
the lock-up period. When determining whether or not to release
shares from the lock-up agreements, the Underwriter will consider,
among other factors, the security holder’s reasons for
requesting the release, the number of shares for which the release
is being requested and market conditions at the time.
Price
Stabilization, Short Positions and Penalty Bids
In connection with
this offering, the Underwriter may engage in transactions that
stabilize, maintain or otherwise affect the price of our Common
Stock. Specifically, the Underwriter may over-allot in connection
with this offering by selling more shares of Common Stock or
Warrants than are set forth on the cover page of this prospectus
supplement. This creates a short position in our Common Stock or
Warrants for the Underwriter’s own account. The short
position may be either a covered short position or a naked short
position. In a covered short position, the number of shares of
Common Stock or Warrants over-allotted by the Underwriter is not
greater than the number of shares of Common Stock or Warrants that
they may purchase in the over-allotment option. In a naked short
position, the number of shares of Common Stock or Warrants involved
is greater than the number of shares of Common Stock or Warrants in
the over-allotment option. To close out a short position, the
Underwriter may elect to exercise all or part of the over-allotment
option. The Underwriter may also elect to stabilize the price of
our Common Stock or Warrants or reduce any short position by
bidding for, and purchasing, Common Stock or Warrants in the open
market. The Underwriter may also impose a penalty bid. This occurs
when a particular underwriter or dealer repays selling concessions
allowed to it for distributing a security in this offering because
the underwriter repurchases that security in stabilizing or short
covering transactions. Additionally, the Underwriter may bid for,
and purchase, shares of our Common Stock or warrants in market
making transactions, including “passive” market making
transactions as described below. These activities may stabilize or
maintain the market price of our Common Stock or Warrants at a
price that is higher than the price that might otherwise exist in
the absence of these activities. The Underwriter is not required to
engage in these activities, and may discontinue any of these
activities at any time without notice. These transactions may be
effected on Nasdaq, in the over-the-counter market, or otherwise.
In connection with this offering, the Underwriter and selling group
members, if any, or their affiliates may engage in passive market
making transactions in our Common Stock or Warrants immediately
prior to the commencement of sales in this offering, in accordance
with Rule 103 of Regulation M under the Exchange Act. Rule 103
generally provides that:
●
a passive market
maker may not effect transactions or display bids for our Common
Stock or Warrants in excess of the highest independent bid price by
persons who are not passive market makers;
●
net purchases by a
passive market maker on each day are generally limited to 30% of
the passive market maker’s average daily trading volume in
our Common Stock or Warrants during a specified two-month prior
period or 200 shares of Common Stock or Warrants, whichever is
greater, and must be discontinued when that limit is reached;
and
●
passive market
making bids must be identified as such.
Other
Terms
We have agreed to
reimburse the Underwriter for all reasonable out-of-pocket expenses
up to $65,000, including but not limited to reasonable legal fees,
incurred by the Underwriter in connection with the offering. If the
offering is not consummated, we have agreed to reimburse the
Underwriter for its actual expenses, not to exceed
$65,000.
Our
Relationship with the Underwriter
The Underwriter and
its affiliates have engaged, and may in the future engage, in
investment banking transactions and other commercial dealings in
the ordinary course of business with us or our affiliates. The
Underwriter has received, or may in the future receive, customary
fees and commissions for these transactions. As of the date hereof,
Maxim holds warrants to purchase up to 80,500 shares of Common
Stock at an exercise price of $4.40 per share, which are
exercisable until February 15, 2021.
In addition, in the
ordinary course of its business activities, the Underwriter and its
affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative
securities) for their own account and for the accounts of their
customers. Such investments and securities activities may involve
securities and/or instruments of ours or our affiliates. The
Underwriter and its affiliates may also make investment
recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and
may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.
Indemnification
We have agreed to
indemnify the Underwriter against liabilities relating to the
offering arising under the Securities Act and the Exchange Act,
liabilities arising from breaches of some or all of the
representations and warranties contained in the underwriting
agreement, and to contribute to payments that the Underwriter may
be required to make for these liabilities.
Electronic
Distribution
A prospectus
supplement and accompanying base prospectus in electronic format
may be made available on a website maintained by the Underwriter.
The Underwriter may agree to allocate a number of shares of Common
Stock and Warrants to underwriters for sale to their online
brokerage account holders. In connection with the offering, the
Underwriter may distribute prospectus supplements and accompanying
base prospectuses electronically. No forms of electronic prospectus
other than prospectus supplements and accompanying base
prospectuses that are printable as Adobe® PDF will be used in
connection with this offering. The Underwriter has informed us that
it does not expect to confirm sales of shares of Common Stock and
Warrants offered by this prospectus supplement to accounts over
which it exercises discretionary authority. Other than the
prospectus supplement in electronic format, the information on the
Underwriter’s website and any information contained in any
other website maintained by the Underwriter is not part of this
prospectus supplement or the registration statement of which this
prospectus forms a part, has not been approved and/or endorsed by
us or the Underwriter in its capacity as underwriter and should not
be relied upon by investors.
Foreign
Regulatory Restrictions on Purchase of Securities Offered Hereby
Generally
No action has been
or will be taken in any jurisdiction (except in the United States)
that would permit a public offering of the securities offered by
this prospectus supplement and accompanying base prospectus, or the
possession, circulation or distribution of this prospectus
supplement and accompanying base prospectus or any other material
relating to us or the securities offered hereby in any jurisdiction
where action for that purpose is required. Accordingly, the
securities offered hereby may not be offered or sold, directly or
indirectly, and neither of this prospectus supplement and
accompanying base prospectus nor any other offering material or
advertisements in connection with the securities offered hereby may
be distributed or published, in or from any country or jurisdiction
except in compliance with any applicable rules and regulations of
any such country or jurisdiction. The Underwriter may arrange to
sell securities offered by this prospectus supplement and
accompanying base prospectus in certain jurisdictions outside the
United States, either directly or through affiliates, where it is
permitted to do so. The foregoing does not purport to be a complete
statement of the terms and conditions of the underwriting
agreement. A copy of the underwriting agreement is included as an
exhibit to our Current Report on Form 8-K filed with the SEC in
connection with this offering and incorporated by reference into
the Registration Statement of which this prospectus supplement
forms a part. See “Where You Can Find More
Information.”
LEGAL
MATTERS
The validity of the
securities offered hereby will be passed upon by Law Office of
Clifford J. Hunt, P.A. The law firm’s principal, Clifford J.
Hunt, Esquire, is the beneficial owner of 1,721 shares of our
Common Stock. The Underwriter is being represented by Loeb &
Loeb LLP, New York, NY.
EXPERTS
The consolidated
financial statements of American Resources Corporation as of
December 31, 2018 and 2017 and for each of the years then ended
incorporated by reference in this prospectus and in the
registration statement of which this prospectus forms a part have
been so included in reliance on the report of MaloneBailey, LLP, an
independent registered public accounting firm, as set forth in
their report which is incorporated by reference in this prospectus
and elsewhere in the registration statement, given on the authority
of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other
information with the SEC. Through our website at www.americanresourcescorp.com, you may
access, free of charge, our filings, as soon as reasonably
practical after we electronically file them with or furnish them to
the SEC. The information contained on, or accessible through, our
website is not incorporated by reference in, and is not a part of
this prospectus or any accompanying prospectus supplement. Our SEC
filings are also available to the public from the SEC’s
website at www.sec.gov.
This prospectus is
part of a registration statement on Form S-3 that we filed with the
SEC to register the securities to be offered hereby. This
prospectus does not contain all of the information included in the
registration statement, including certain exhibits and schedules.
You may obtain the registration statement and exhibits to the
registration statement from the SEC at the address listed above or
from the SEC’s website listed above.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us
to incorporate by reference the information we file with the SEC,
which means that we can disclose important information to you by
referring you to those documents. The information that we
incorporate by reference is considered to be part of this
prospectus. Information that we file with the SEC in the future and
incorporate by reference in this prospectus automatically updates
and supersedes previously filed information as
applicable.
We incorporate by
reference into this prospectus the following documents filed by us
with the SEC, other than any portion of any such documents that is
not deemed “filed” under the Exchange Act in accordance
with the Exchange Act and applicable SEC rules:
●
our Annual Report
on Form 10-K for the year ended December 31, 2018, filed with the
SEC on April 3, 2019;
●
our Annual Report
on Form 10-KA for the year ended December 31, 2018, filed with the
SEC on May 30, 2019;
●
our Quarterly
Reports on Form 10-Q for the quarter ended March 31, 2019, filed
with the SEC on May 16, 2019;
●
our Quarterly
Report on Form 10-QA for the quarter end March 31, 2019 filed with
the SEC on May 30, 2019;
●
our Quarterly
Report on Form 10-Q for the quarter end June 30, 2019 filed with
the SEC on August 12, 2019;
●
our Current Reports
on Form 8-K or Form 8-K/A, filed on January 3, 2019, February 20,
2019, February 22, 2019, March 8, 2019, April 17, 2019, April 26,
2019, May 3, 2019, May 29, 2019June 5, 2019, June 11, 2019, June
14, 2019, June 17, 2019, June 18, 2019, June 27, 2019, July 22,
2019, and August 13, 2019.
●
the description of
our Common Stock contained in our registration statement on Form
8-A filed on February 14, 2019 pursuant to Section 12 of the
Exchange Act, including any subsequent amendment or report filed
for the purpose of updating that description.
In addition, all
documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of
the offering, will be deemed to be incorporated herein by reference
and to be a part of this registration statement from the date of
filing of such documents.
This prospectus
does not, however, incorporate by reference any documents or
portions thereof, whether specifically listed above or furnished by
us in the future, that are not deemed “filed” with the
SEC, including information “furnished” pursuant to
Items 2.02, 7.01 and 9.01 of Form 8-K.
Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement
contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or replaces such
statement. Any statements so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this prospectus.
Any information
incorporated by reference herein is available to you without charge
upon written or oral request. If you would like a copy of any of
this information, please submit your request to us at the following
address:
American Resources
Corporation
Attn: Gregory Q.
Jensen
9002 Technology
Lane
Fishers, IN
4038
(317)
855-9926
PROSPECTUS
AMERICAN
RESOURCES CORPORATION
$100,000,000
Common
Stock
Warrants
Units
————————————————————
We are American
Resources Corporation (“ARC” or the
“Company”), a corporation incorporated under the laws
of the State of Florida. This prospectus relates to the public
offer and sale of our Class A Common Stock, warrants and units that
we may offer and sell from time to time, in one or more series or
issuances and on terms that we will determine at the time of the
offering, any combination of the securities described in this
prospectus, up to an aggregate amount of $100,000,000.
This prospectus
provides you with a general description of the securities we may
offer and sell. We will provide specific terms of any offering in a
supplement to this prospectus. Any prospectus supplement may also
add, update, or change information contained in this prospectus.
You should carefully read this prospectus and the applicable
prospectus supplement, as well as the documents incorporated by
reference in this prospectus before you invest in any of our
securities.
We may offer the
securities from time through public or private transactions, and in
the case of our Common Stock, on or off the Nasdaq Capital Market,
at prevailing market prices or at privately negotiate prices. These
securities may be offered and sold in the same offering or in
separate offerings, to or through underwriters, dealers and agents,
or directly to purchasers. The names of any underwriters, dealers,
or agents involved in the sale of our securities registered
hereunder and any applicable fees, commissions, or discounts will
be described in the applicable prospectus supplement. Our net
proceeds from the sale of securities will also be set forth in the
applicable prospectus supplement.
This
prospectus may not be used to consummate a sale of our securities
unless accompanied by the applicable prospectus
supplement.
Our Common Stock is
listed on the Nasdaq Capital Market under the symbol
“AREC”.
As of April 5,
2019, the aggregate market value of our outstanding Common Stock
held by non-affiliates was approximately $47,912,448, which was
calculated based on 11,629,235 shares of outstanding Common Stock
held by non-affiliates and on a price per share of $4.12, the
closing price of our Common Stock on April 5, 2019. Pursuant to
General Instruction I.B.6 of Form S-3, in no event will we sell the
shelf securities in a public primary offering with a value
exceeding more than one-third of the aggregate market value of our
Common Stock held by non-affiliates in any 12-month period so long
as the aggregate market value of our outstanding Common Stock held
by non-affiliates remains below $75 million. During the 12 calendar
months prior to and including the date of this prospectus, we have
not offered or sold any securities pursuant to General Instruction
I.B.6 of Form S-3.
Investing
in our securities involves a high degree of risk. See “Risk
Factors” beginning on page 1 of this prospectus for a
discussion of information that should be considered in connection
with an investment in our securities.
————————————————————
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The
date of this prospectus is June 4, 2019.
TABLE
OF CONTENTS
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Page
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ABOUT THIS
PROSPECTUS
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1
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RISK
FACTORS
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2
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FORWARD-LOOKING
STATEMENTS
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2
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OUR
COMPANY
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3
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DILUTION
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4
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USE OF
PROCEEDS
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4
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DESCRIPTION OF
CLASS A COMMON STOCK
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4
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DESCRIPTION OF
WARRANTS
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8
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DESCRIPTION OF
UNITS
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11
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PLAN OF
DISTRIBUTION
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13
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LEGAL
MATTERS
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14
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EXPERTS
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14
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WHERE YOU CAN FIND
MORE INFORMATION
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14
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INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
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15
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ABOUT
THIS PROSPECTUS
This prospectus is
part of a registration statement that we filed with the Securities
and Exchange Commission, or the SEC, utilizing a
“shelf” registration process. Under this shelf
registration process, we may sell the securities described in this
prospectus in one or more offerings, up to a total dollar amount of
$100,000,000. This prospectus provides you with general information
regarding the securities we may offer. We will provide a prospectus
supplement that contains specific information about any offering by
us with respect to the securities registered
hereunder.
The prospectus
supplement also may add, update, or change information contained in
the prospectus. You should read both this prospectus and the
prospectus supplement related to any offering as well as additional
information described under the headings “Where You Can Find
More Information” and “Incorporation of Certain
Information by Reference.”
We are offering to
sell, and seeking offers to buy, securities only in jurisdictions
where offers and sales are permitted. The information contained in
this prospectus and in any accompanying prospectus supplement is
accurate only as of the dates set forth on their respective covers,
regardless of the time of delivery of this prospectus or any
prospectus supplement or of any sale of our securities. Our
business, financial condition, results of operations, and prospects
may have changed since those dates. We have not authorized anyone
to provide you with information different from that contained or
incorporated by reference in this prospectus or any accompanying
prospectus supplement or any “free writing prospectus.”
You should rely only on the information contained or incorporated
by reference in this prospectus or any accompanying prospectus
supplement or related “free writing prospectus.” To the
extent there is a conflict between the information contained in
this prospectus and the prospectus supplement, you should rely on
the information in the prospectus supplement, provided that if any
statement in one of these documents is inconsistent with a
statement in another document having a later date — for
example, a document incorporated by reference into this prospectus
or any prospectus supplement — the statement in the document
having the later date modifies or supersedes the earlier
statement.
Unless the context
otherwise requires, the terms “Company,”
“we,” “us,” or “our” refer to
American Resources Corporation, a Florida corporation, and its
consolidated subsidiaries.
Investing in our
securities involves a high degree of risk. Before making an
investment decision, you should carefully consider the discussion
of risks and uncertainties under the heading “Risk
Factors” contained in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, which is incorporated by
reference in this prospectus, and under similar headings in our
subsequently filed quarterly reports on Form 10-Q and annual
reports on Form 10-K, as well as the other risks and uncertainties
described in any applicable prospectus supplement or free writing
prospectus and in the other documents incorporated by reference in
this prospectus. See the sections entitled “Where You Can
Find More Information” and “Incorporation of Certain
Information by Reference” in this prospectus. The risks and
uncertainties we discuss in the documents incorporated by reference
in this prospectus are those we currently believe may materially
affect us. Additional risks and uncertainties not presently known
to us or that we currently believe are immaterial also may also
materially and adversely affect our business, financial condition
and results of operations.
FORWARD-LOOKING
STATEMENTS
This prospectus,
any applicable prospectus supplement and the documents and
information incorporated by reference herein and therein may
contain “forward-looking statements.” Forward-looking
statements may include, but are not limited to, statements relating
to our objectives, plans and strategies as well as statements,
other than historical facts, that address activities, events, or
developments that we intend, expect, project, believe or anticipate
will or may occur in the future. These statements are often
characterized by terminology such as “may,”
“will,” “should,” “expects,”
“plans,” “anticipates,”
“could,” “intends,” “target,”
“projects,” “contemplates,”
“believes,” “estimates,”
“predicts,” “potential,” “goal”
or “continue” or the negative of these terms or other
similar expressions.
Forward-looking
statements are based on assumptions and assessments made in light
of our experience and perception of historical trends, current
conditions, expected future developments and other factors believed
to be appropriate. Forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties, many
of which are outside of our control. You should not place undue
reliance on these forward-looking statements, which reflect our
view only as of the date of this prospectus, and we undertake no
obligation to update these forward-looking statements in the
future, except as required by applicable law.
Factors could cause
actual results to differ materially from those indicated by the
forward-looking statements include those factors described under
the caption “Risk Factors” in our Annual Report on Form
10-K for the fiscal year ended December 31, 2018, which is
incorporated by reference in this prospectus, and under similar
headings in our subsequently filed quarterly reports on Form 10-Q
and annual reports on Form 10-K, as well as the other risks and
uncertainties described in any applicable prospectus supplement or
free writing prospectus and in the other documents incorporated by
reference in this prospectus.
OUR
COMPANY
Overview
We are a producer
of primarily high-quality, metallurgical coal in eastern Kentucky.
We began our Company on October 2, 2013 and changed our name from
Natural Gas Fueling and Conversion Inc. to NGFC Equities, Inc. on
February 25, 2015, and then changed our name from NGFC Equities,
Inc. to American Resources Corporation on February 17, 2017. On
January 5, 2017, ARC executed a Share Exchange Agreement between
the Company and Quest Energy Inc., a private company incorporated
in the State of Indiana with offices at 9002 Technology Lane,
Fishers IN 46038, and due to the fulfillment of various conditions
precedent to closing of the transaction, the control of the Company
was transferred to the Quest Energy shareholders on February 7,
2017 resulting in Quest Energy becoming a wholly-owned subsidiary
of ARC. Through its wholly-owned subsidiary Quest Energy, which is
an Indiana corporation founded in June 2015, ARC was able to
acquire coal mining and coal processing operations, substantially
all located in eastern Kentucky. A majority of our domestic and
international target customer base includes blast furnace steel
mills and coke plants, as well as international metallurgical coal
consumers, domestic electricity generation utilities, and other
industrial customers.
ARC currently has
six coal mining and processing operating subsidiaries: McCoy
Elkhorn Coal LLC (doing business as McCoy Elkhorn Coal Company)
(McCoy Elkhorn), Knott County Coal LLC (Knott County Coal), Deane
Mining, LLC (Deane Mining) and Wyoming County Coal LLC (Wyoming
County), Quest Processing LLC (Quest Processing) located in eastern
Kentucky and western West Virginia within the Central Appalachian
coal basin, and ERC Mining Indiana Corporation (ERC) located in
southwest Indiana within the Illinois coal basin. The coal deposits
under control by the Company are generally comprise of
metallurgical coal (used for steel making), pulverized coal
injections (used in the steel making process) and high-BTU, low
sulfur, low moisture bituminous coal used for a variety of uses
within several industries, including industrial customers,
specialty products and thermal coal used for electricity
generation.
Current Production
We achieved initial
commercial production of metallurgical coal in September 2016 from
our McCoy Elkhorn Mine #15 and from our McCoy Elkhorn Carnegie 1
Mine in March 2017. In October 2017 we achieved commercial
production of thermal coal from our Deane Mining Access Energy Mine
and from our Deane Mining Razorblade Surface Mine in May 2018. We
believe that we will be able to take advantage of recent increases
in U.S. and global benchmark metallurgical and thermal coal prices
and intend to opportunistically increase the amount of our
projected production that is directed to the export market to
capture favorable differentials between domestic and global
benchmark prices. The Company commenced operations of two out of
four of its internally owned preparation plants in July of 2016
(Bevins #1 and Bevins #2 Prep Plants at McCoy Elkhorn), with a
third preparation plant commencing operation in October 2017 (Mill
Creek Prep Plant at Deane Mining). Pursuant to the definitions in
Paragraph (a) (4) of the Securities and Exchange Commission's
Industry Guide 7, our coal has not been classified as either
“proven” or “probable” and as a result, do
not have any “proven” or “probable”
reserves under such definition, and our company and its business
activities are deemed to be in the exploration stage until mineral
reserves are defined on our properties.
Our
Company Background
We began our
Company on October 2, 2013 and changed our name from Natural Gas
Fueling and Conversion Inc. to NGFC Equities, Inc. on February 25,
2015, and then changed our name from NGFC Equities, Inc. to
American Resources Corporation on February 17, 2017. On January 5,
2017, ARC executed a Share Exchange Agreement between the Company
and Quest Energy Inc., a private company incorporated in the State
of Indiana with offices at 9002 Technology Lane, Fishers IN 46038,
and due to the fulfillment of various conditions precedent to
closing of the transaction, the control of the Company was
transferred to the Quest Energy shareholders on February 7, 2017
resulting in Quest Energy becoming a wholly-owned subsidiary of
ARC. Our telephone number is (317) 855-9926 and our website address
is www.americanresourcescorp.com. Neither
our website nor any information contained on, or accessible
through, our website is part of this prospectus.
DILUTION
We will set forth
in a prospectus supplement the following information regarding any
material dilution of the equity interests of investors purchasing
securities in an offering under this prospectus and the related
prospectus supplement:
●
the net tangible
book value per share of our equity securities before and after the
offering;
●
the amount of the
increase in such net tangible book value per share attributable to
the cash payments made by purchasers in the offering;
and
●
the amount of the
immediate dilution from the public offering price which will be
absorbed by such purchasers.
USE
OF PROCEEDS
Except as may be
otherwise set forth in any prospectus supplement accompanying this
prospectus, we will use the net proceeds we receive from sales of
securities offered hereby for general corporate purposes, which may
include capital expenditures, acquisitions, the repayment of
indebtedness outstanding from time to time and for working capital,
and repurchases of our Common Stock or other securities. When
specific securities are offered, the prospectus supplement relating
thereto will set forth our intended use of the net proceeds that we
receive from the sale of such securities.
DESCRIPTION
OF COMMON STOCK
This section
describes the general terms of our Class A Common Stock, par value
$0.0001 per share, which may also be referred to herein as
“Common Stock”. A prospectus supplement may provide
information that is different from this prospectus. If the
information in the prospectus supplement with respect to our Common
Stock being offered differs from this prospectus, you should rely
on the information in the prospectus supplement. A copy of our
amended and restated articles of incorporation, as amended, has
been incorporated by reference from our filings with the SEC as an
exhibit to the registration statement of which this prospectus
forms a part. Our Common Stock and the rights of the holders of our
Common Stock are subject to the applicable provisions of the
Florida Business Corporation Act, which we sometimes refer to in
this section as “Florida law,” our amended and restated
articles of incorporation, as amended, our bylaws, the rights of
the holders of our preferred stock, if any, and the agreements
described below.
Under our amended
and restated articles of incorporation, as amended, we have the
authority to issue 230,000,000 shares of Common Stock, par value
$0.0001 per share, and 30,000,000 shares of preferred stock, par
value $0.0001 per share. As of March 31, 2019, there were
23,148,556 shares of our Common Stock issued and outstanding and no
shares of preferred stock issued and outstanding.
Effective
January 18, 2017, we amended our articles of incorporation to
create a new Series A Preferred Stock. Effective February 20, 2017,
we amended our articles of incorporation to change our name to
American Resources Corporation. Effective March 21, 2017, we
amended our articles of incorporation to create a new Series B
Preferred Stock. Effective November 8, 2018 we amended our articles
of incorporation to create a new Series C Preferred Stock and
modify the Series A Preferred Stock voting ratio.
The table below
presents earnings per share as previously reported in our Annual
Report on Form 10-K for the year ended December 31,
2018.
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Earnings Per
Share
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Basic and
diluted:
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As previously
reported
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$(3.69)
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$(16.39)
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The following
description of our Common Stock, and any description of our Common
Stock in a prospectus supplement, may not be complete and is
subject to, and qualified in its entirety by reference to, Florida
law and the actual terms and provisions contained in our amended
and restated articles of incorporation and our bylaws, each as
amended from time to time.
Voting
Rights
The holders of our
Common Stock are generally entitled to one vote for each share held
on all matters submitted to a vote of the shareholders and do not
have any cumulative voting rights. Unless otherwise required by
Florida law, once a quorum is present, matters presented to
shareholders, except for the election of directors, will be
approved by a majority of the votes cast. The election of directors
is determined by a plurality of the votes cast.
Dividends
Holders of our
Common Stock are entitled to receive dividends if, as and when
declared by the board of directors, or the Board, out of funds
legally available for that purpose, subject to preferences that may
apply to any preferred stock that we issue.
Liquidation
Rights
In the event of our
dissolution or liquidation, after satisfaction of all our debts and
liabilities and distributions to the holders of any preferred stock
that we may issue in the future, of amounts to which they are
preferentially entitled, the holders of Common Stock will be
entitled to share ratably in the distribution of assets to the
shareholders.
Other
Provisions
There are no
cumulative, subscription or preemptive rights to subscribe for any
additional securities which we may issue, and there are no
redemption provisions, conversion provisions or sinking fund
provisions applicable to the Common Stock. The rights of holders of
Common Stock are subject to the rights, privileges, preferences and
priorities of any class or series of preferred stock that may be
issued in the future.
Our amended and
restated articles of incorporation, as amended, and bylaws do not
restrict the ability of a holder of our Common Stock to transfer
his or her shares of our Common Stock.
Shares
of Common Stock Reserved for Issuance
As of March 31,
2019, we had reserved for issuance:
●
an aggregate of
5,957,532 shares of our Common Stock issuable upon the exercise of
outstanding warrants and employee options;
Preferred
Stock
Under our amended
and restated articles of incorporation, as amended, we are
authorized to issue up to 30,000,000 shares of preferred stock, par
value $0.0001 per share, in one or more series. We are authorized
to issue preferred stock with such designation, rights and
preferences as may be determined from time to time by our Board.
Accordingly, the Board is empowered, without shareholder approval,
to issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting
power or other rights of the holders of our Common Stock and, in
certain instances, could adversely affect the market price of our
Common Stock. As of March 31, 2019, there are no shares of
preferred stock issued or outstanding.
Series A Preferred Stock
On January 18,
2017, we designated 5,000,000 shares of preferred stock as Series A
Preferred Stock, par value $0.0001 per share, which may be issued
from time to time by the board of directors. As of March 31, 2019,
there are no shares of Series A Preferred stock issued or
outstanding.
Series C Preferred Stock
On November 8,
2018, we designated 20,000,000 shares of preferred stock as Series
C Preferred Stock, par value $0.0001 per share, which may be issued
from time to time by the board of directors. As of March 31, 2019,
there are no shares of Series C Preferred stock issued or
outstanding.
Anti-takeover
Effects of our Amended and Restated Articles of Incorporation and
Bylaws
As described above,
our amended and restated articles of incorporation, as amended,
provide that our Board may issue preferred stock with such
designation, rights and preferences as may be determined from time
to time by our Board. Our preferred stock could be issued quickly
and utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the
Company or make removal of management more difficult. Our amended
and restated articles of incorporation, as amended, and our bylaws
provide that special meetings may be called only by a unanimous
vote of the Board.
Florida
Anti-Takeover Statute
As a Florida
corporation, we are subject to certain anti-takeover provisions
that apply to public corporations under Florida law. Pursuant to
Section 607.0901 of the Florida Business Corporation Act, a
publicly held Florida corporation may not engage in a broad range
of business combinations or other extraordinary corporate
transactions with an interested shareholder without the approval of
the holders of two-thirds of the voting shares of the corporation
(excluding shares held by the interested shareholder),
unless:
●
the transaction is
approved by a majority of disinterested directors before the
shareholder becomes an interested shareholder;
●
the interested
shareholder has owned at least 80% of the corporation’s
outstanding voting shares for at least five years preceding the
announcement date of any such business combination;
●
the interested
shareholder is the beneficial owner of at least 90% of the
outstanding voting shares of the corporation, exclusive of shares
acquired directly from the corporation in a transaction not
approved by a majority of the disinterested directors;
or
●
the consideration
paid to the holders of the corporation’s voting stock is at
least equal to certain fair price criteria.
An interested
shareholder is defined as a person who together with affiliates and
associates beneficially owns more than 10% of a corporation’s
outstanding voting shares. We have not made an election in our
amended and restated articles of incorporation, as amended, to opt
out of Section 607.0901.
In addition, we are
subject to Section 607.0902 of the Florida Business Corporation
Act, which prohibits the voting of shares in a publicly held
Florida corporation that are acquired in a control share
acquisition unless (i) our Board approved such acquisition prior to
its consummation or (ii) after such acquisition, in lieu of prior
approval by our Board, the holders of a majority of the
corporation’s voting shares, exclusive of shares owned by
officers of the corporation, employee directors or the acquiring
party, approve the granting of voting rights as to the shares
acquired in the control share acquisition. A control share
acquisition is defined as an acquisition that immediately
thereafter entitles the acquiring party to 20% or more of the total
voting power in an election of directors.
Indemnification
Both our amended
and restated articles of incorporation, as amended, and bylaws
provide for indemnification of our directors and officers to the
fullest extent permitted by Florida law.
Listing
Our Common Stock is
listed on the Nasdaq Capital Market under the symbol
“AREC”.
Transfer
Agent and Registrar
The transfer agent
and registrar for our Common Stock is Vstock Transfer, LLC located
at 18 Lafayette Place Woodmere, NY 11598, phone number
212-828-8436.
DESCRIPTION
OF WARRANTS
General
We may issue
warrants to purchase shares of Common Stock. The warrants may be
issued independently or together with shares of Common Stock
offered by this prospectus and may be attached to or separate from
those shares of Common Stock.
While the terms we
have summarized below will generally apply to any future warrants
we may offer under this prospectus, we will describe the particular
terms of any warrants that we may offer in more detail in the
applicable prospectus supplement. The terms of any warrants we
offer under a prospectus supplement may differ from the terms we
describe below.
We may issue the
warrants under a warrant agreement, which we will enter into with a
warrant agent to be selected by us. Each warrant agent will act
solely as our agent under the applicable warrant agreement and will
not assume any obligation or relationship of agency or trust with
any holder of any warrant. A single bank or trust company may act
as warrant agent for more than one issue of warrants. A warrant
agent will have no duty or responsibility in case of any default by
us under the applicable warrant agreement or warrant, including any
duty or responsibility to initiate any proceedings at law or
otherwise, or to make any demand upon us. Any holder of a warrant
may, without the consent of the related warrant agent or the holder
of any other warrant, enforce by appropriate legal action its right
to exercise, and receive the Common Stock purchasable upon exercise
of, its warrants.
We will incorporate
by reference into the registration statement of which this
prospectus forms a part the form of warrant agreement, including a
form of warrant certificate, that describes the terms of the series
of warrants we are offering before the issuance of the related
series of warrants. The following summaries of material provisions
of the warrants and the warrant agreements are subject to, and
qualified in their entirety by reference to, all the provisions of
the warrant agreement applicable to a particular series of
warrants. We urge you to read the applicable prospectus supplements
related to the warrants that we sell under this prospectus, as well
as the complete warrant agreements that contain the terms of the
warrants.
We will set forth
in the applicable prospectus supplement the terms of the warrants
in respect of which this prospectus is being delivered, including,
when applicable, the following:
●
the title of the
warrants;
●
the aggregate
number of the warrants;
●
the price or prices
at which the warrants will be issued;
●
the designation,
number, and terms of shares of Common Stock purchasable upon
exercise of the warrants;
●
the date, if any,
on and after which the warrants and the related Common Stock will
be separately transferable;
●
the price at which
each share of Common Stock purchasable upon exercise of the
warrants may be purchased;
●
the date on which
the right to exercise the warrants will commence and the date on
which such right will expire;
●
the minimum or
maximum amount of the warrants that may be exercised at any one
time;
●
any information
with respect to book-entry procedures;
●
the effect of any
merger, consolidation, sale, or other disposition of our business
on the warrant agreement and the warrants;
●
any other terms of
the warrants, including terms, procedures, and limitations relating
to the transferability, exchange, and exercise of such
warrants;
●
the terms of any
rights to redeem or call, or accelerate the expiration of, the
warrants;
●
the date on which
the right to exercise the warrants begins and the date on which
that right expires;
●
the material U.S.
federal income tax consequences of holding or exercising the
warrants; and
●
any other specific
terms, preferences, rights, or limitations of, or restrictions on,
the warrants.
Unless specified in
an applicable prospectus supplement, warrants will be in registered
form only.
A holder of warrant
certificates may exchange them for new certificates of different
denominations, present them for registration of transfer, and
exercise them at the corporate trust office of the warrant agent or
any other office indicated in the applicable prospectus supplement.
Until any warrants are exercised, holders of the warrants will not
have any rights of holders of the underlying Common Stock,
including any rights to receive dividends or to exercise any voting
rights, except to the extent set forth under the heading
“Warrant Adjustments” below.
Exercise
of Warrants
Each warrant will
entitle the holder to purchase for cash shares of Common Stock at
the applicable exercise price set forth in, or determined as
described in, the applicable prospectus supplement. Warrants may be
exercised at any time up to the close of business on the expiration
date set forth in the applicable prospectus supplement. After the
close of business on the expiration date, unexercised warrants will
become void.
Warrants may be
exercised by delivering to the corporation trust office of the
warrant agent or any other officer indicated in the applicable
prospectus supplement (a) the warrant certificate properly
completed and duly executed and (b) payment of the amount due upon
exercise. As soon as practicable following exercise, we will
forward the shares of Common Stock. If less than all of the
warrants represented by a warrant certificate are exercised, a new
warrant certificate will be issued for the remaining warrants. If
we so indicate in the applicable prospectus supplement, holders of
the warrants may surrender securities as all or a part of the
exercise price for the warrants.
Amendments
and Supplements to the Warrant Agreements
We may amend or
supplement a warrant agreement without the consent of the holders
of the applicable warrants to cure ambiguities in the warrant
agreement, to cure or correct a defective provision in the warrant
agreement, or to provide for other matters under the warrant
agreement that we and the warrant agent deem necessary or
desirable, so long as, in each case, such amendments or supplements
do not materially and adversely affect the interests of the holders
of the warrants.
Warrant
Adjustments
Unless the
applicable prospectus supplement states otherwise, the exercise
price of, and the number of shares of Common Stock covered by a
warrant will be adjusted proportionately if we subdivide or combine
our Common Stock. In addition, unless the prospectus supplement
states otherwise, if we, without payment:
●
issue capital stock
or other securities convertible into or exchangeable for Common
Stock, or any rights to subscribe for, purchase, or otherwise
acquire Common Stock, as a dividend or distribution to holders of
our Common Stock;
●
pay any cash to
holders of our Common Stock other than a cash dividend paid out of
our current or retained earnings;
●
issue any evidence
of our indebtedness or rights to subscribe for or purchase our
indebtedness to holders of our Common Stock; or
●
issue Common Stock
or additional stock or other securities or property to holders of
our Common Stock by way of spinoff, split-up, reclassification,
combination of shares, or similar corporate
rearrangement,
then the holders of
warrants will be entitled to receive upon exercise of the warrants,
in addition to the shares of Common Stock otherwise receivable upon
exercise of the warrants and without paying any additional
consideration, the amount of stock and other securities and
property such holders would have been entitled to receive had they
held the Common Stock issuable under the warrants on the dates on
which holders of those securities received or became entitled to
receive such additional stock and other securities and
property.
Except as stated
above, the exercise price and number of securities covered by a
warrant, and the amounts of other securities or property to be
received, if any, upon exercise of those warrants, will not be
adjusted or provided for if we issue those securities or any
securities convertible into or exchangeable for those securities,
or securities carrying the right to purchase those securities or
securities convertible into or exchangeable for those
securities.
Holders of warrants
may have additional rights under the following
circumstances:
●
certain
reclassifications, capital reorganizations, or changes of the
Common Stock;
●
certain share
exchanges, mergers, or similar transactions involving us and which
result in changes of the Common Stock; or
●
certain sales or
dispositions to another entity of all or substantially all of our
property and assets.
If one of the above
transactions occurs and holders of our Common Stock are entitled to
receive stock, securities, or other property with respect to or in
exchange for their shares of Common Stock, the holders of the
warrants then outstanding, as applicable, will be entitled to
receive upon exercise of their warrants the kind and amount of
shares of stock and other securities or property that they would
have received upon the applicable transaction if they had exercised
their warrants immediately before the transaction.
Outstanding
Warrants and Options
As of March 31,
2019, we had outstanding:
●
an aggregate of
5,275,702 of our Common Stock issuable upon the exercise of
outstanding warrants with exercise prices ranging from $ $0.01
to $ $11.44 per share and expiration dates ranging from April
29, 2019 to January 24, 2024; and
●
an aggregate of
681,830 of our Common Stock issuable upon the exercise of
outstanding employee and director options with an exercise price of
$1.00 per share and an expiration date of September 10,
2025.
DESCRIPTION
OF UNITS
The following
description, together with the additional information we include in
any applicable prospectus supplement, summarizes the material terms
and provisions of the units that we may offer under this
prospectus. Units may be offered independently or together with
Common Stock and warrants offered by any prospectus supplement, and
may be attached to or separate from those securities. While the
terms we have summarized below will generally apply to any future
units that we may offer under this prospectus, we will describe the
particular terms of any series of units that we may offer in more
detail in the applicable prospectus supplement. The terms of any
units offered under a prospectus supplement may differ from the
terms described below.
We will incorporate
by reference into the registration statement of which this
prospectus forms a part the form of unit agreement, including a
form of unit certificate, if any, that describes the terms of the
series of units we are offering before the issuance of the related
series of units. The following summaries of material provisions of
the units and the unit agreements are subject to, and qualified in
their entirety by reference to, all the provisions of the unit
agreement applicable to a particular series of units. We urge you
to read the applicable prospectus supplements related to the units
that we sell under this prospectus, as well as the complete unit
agreements that contain the terms of the units.
General
We may issue units
consisting of Common Stock and warrants. Each unit will be issued
so that the holder of the unit is also the holder of each security
included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. The
unit agreement under which a unit is issued may provide that the
securities included in the unit may not be held or transferred
separately, at any time, or at any time before a specified
date.
We will describe in
the applicable prospectus supplement the terms of the series of
units, including the following:
●
the designation and
terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may
be held or transferred separately;
●
any provisions of
the governing unit agreement that differ from those described
below; and
●
any provisions for
the issuance, payment, settlement, transfer, or exchange of the
units or of the securities comprising the units.
The provisions
described in this section, as well as those described under
“Description of Common Stock” and “Description of
Warrants,” will apply to each unit and to any Common Stock or
warrant included in each unit, respectively.
Issuance
in Series
We may issue units
in such amounts and in such numerous distinct series as we
determine.
Enforceability
of Rights by Holders of Units
Each unit agent, if
any, will act solely as our agent under the applicable unit
agreement and will not assume any obligation or relationship of
agency or trust with any holder of any unit. A single bank or trust
company may act as unit agent for more than one series of units. A
unit agent will have no duty or responsibility in case of any
default by us under the applicable unit agreement or unit,
including any duty or responsibility to initiate any proceedings at
law or otherwise, or to make any demand upon us. Any holder of a
unit, without the consent of the related unit agent or the holder
of any other unit, may enforce by appropriate legal action its
rights as holder under any security included in the
unit.
Title
We, the unit agent,
and any of their agents may treat the registered holder of any unit
certificate as an absolute owner of the units evidenced by that
certificate for any purposes and as the person entitled to exercise
the rights attaching to the units so requested, despite any notice
to the contrary.
PLAN
OF DISTRIBUTION
We may sell
securities to one or more underwriters or dealers for public
offering and sale by them, or we may sell the securities to
investors directly or through agents. The applicable prospectus
supplement will set forth the terms of the particular offering and
the method of distribution and will identify any firms acting as
underwriters, dealers or agents in connection with the offering,
including:
●
the name or names
of any underwriters;
●
the respective
amounts underwritten;
●
the nature of any
material relationship between us and any underwriter;
●
the nature of the
obligation of the underwriter(s) to take the
securities;
●
the purchase price
of the securities;
●
any underwriting
discounts and other items constituting underwriters’
compensation;
●
any initial public
offering price and the net proceeds we will receive from such
sale;
●
any discounts or
concessions allowed or reallowed or paid to dealers;
and
●
any securities
exchange or market on which the securities offered in the
prospectus supplement may be listed.
We may distribute
our securities from time to time in one or more transactions at a
fixed price or prices, which may be changed, or at prices
determined as the prospectus supplement specifies, including in
“at-the-market” offerings.
Any underwriting
discounts or other compensation which we pay to underwriters or
agents in connection with the offering of our securities, and any
discounts, concessions or commissions which underwriters allow to
dealers, will be set forth in the prospectus supplement.
Underwriters may sell our securities to or through dealers, and
such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and commissions
from the purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of our
securities may be deemed to be underwriters under the Securities
Act and any discounts or commissions they receive from us and any
profit on the resale of our securities they realize may be deemed
to be underwriting discounts and commissions under the Securities
Act. Any such underwriter or agent will be identified, and any such
compensation received from us, will be described in the applicable
supplement to this prospectus. Unless otherwise set forth in the
supplement to this prospectus relating thereto, the obligations of
the underwriters or agents to purchase our securities will be
subject to conditions precedent and the underwriters will be
obligated to purchase all our offered securities if any are
purchased. The public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed
from time to time.
Any Common Stock
sold pursuant to this prospectus and applicable prospectus
supplement will be approved for trading, upon notice of issuance,
on the Nasdaq Capital Market.
Underwriters and
their controlling persons, dealers and agents may be entitled,
under agreements entered into with us, to indemnification against
and contribution toward specific civil liabilities, including
liabilities under the Securities Act.
An underwriter may
engage in over-allotment, stabilizing transactions, short covering
transactions and penalty bids in accordance with securities laws.
Over-allotment involves sales in excess of the offering size, which
creates a short position. Stabilizing transactions permit bidders
to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. Short covering transactions
involve purchases of the securities in the open market after the
distribution is completed to cover short positions. Penalty bids
permit the underwriters to reclaim a selling concession from a
dealer when the securities originally sold by the dealer are
purchased in a covering transaction to cover short positions. Those
activities may cause the price of the securities to be higher than
it would otherwise be. The underwriters may engage in these
activities on any exchange or other market in which the securities
may be traded. If commenced, the underwriters may discontinue these
activities at any time.
Certain of the
underwriters and their affiliates may be customers of, engage in
transactions with, and perform services for, us and our
subsidiaries in the ordinary course of business.
LEGAL
MATTERS
The validity of the
securities offered hereby will be passed upon by Law Office of
Clifford J. Hunt, P.A. The law firm’s principal, Clifford J.
Hunt, Esquire, is the beneficial owner of 1,721 shares of our
Common Stock
EXPERTS
The consolidated
financial statements of American Resources Corporation as of
December 31, 2018 and 2017 and for each of the years then ended
incorporated by reference in this prospectus and in the
registration statement of which this prospectus forms a part have
been so included in reliance on the report of MaloneBailey, LLP, an
independent registered public accounting firm, as set forth in
their report which is incorporated by reference in this prospectus
and elsewhere in the registration statement, given on the authority
of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other
information with the SEC. Through our website at www.americanresourcescorp.com, you may
access, free of charge, our filings, as soon as reasonably
practical after we electronically file them with or furnish them to
the SEC. The information contained on, or accessible through, our
website is not incorporated by reference in, and is not a part of
this prospectus or any accompanying prospectus supplement. You also
may read and copy any document we file with the SEC at the
SEC’s public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our SEC filings
are also available to the public from the SEC’s website at
www.sec.gov.
This prospectus is
part of a registration statement on Form S-3 that we filed with the
SEC to register the securities to be offered hereby. This
prospectus does not contain all of the information included in the
registration statement, including certain exhibits and schedules.
You may obtain the registration statement and exhibits to the
registration statement from the SEC at the address listed above or
from the SEC’s website listed above.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us
to incorporate by reference the information we file with the SEC,
which means that we can disclose important information to you by
referring you to those documents. The information that we
incorporate by reference is considered to be part of this
prospectus. Information that we file with the SEC in the future and
incorporate by reference in this prospectus automatically updates
and supersedes previously filed information as
applicable.
We incorporate by
reference into this prospectus the following documents filed by us
with the SEC, other than any portion of any such documents that is
not deemed “filed” under the Exchange Act in accordance
with the Exchange Act and applicable SEC rules:
●
our Annual Report
on Form 10-K for the year ended December 31, 2018, filed with the
SEC on April 3, 2019;
●
our Annual Report
on Form 10-KA for the year ended December 31, 2018, filed with the
SEC on May 30, 2019;
●
our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019, filed
with the SEC on May 1562019;
●
our Quarterly
Report on Form 10-Q for the quarter end March 31, 2019 filed with
the SEC on May 30, 2019;
●
our Current Reports
on Form 8-K or Form 8-K/A, filed on May 1, 2018, May 15, 2018, June
1, 2018, July 26, 2018, September 10, 2018, September 25, 2018,
October 30, 2018, November 13, 2018, November 15, 2018, January 3,
2019, February 20, 2019, February 22, 2019, March 8, 2019, April
17, 2019, April 26, 2019, May 3, 2019 and May 29, 2019;
and
●
the description of
our Common Stock contained in our registration statement on Form
8-A filed on February 14, 2019 pursuant to Section 12 of the
Exchange Act, including any subsequent amendment or report filed
for the purpose of updating that description.
In addition, all
documents subsequently filed by us (including all documents
subsequently filed by us after the date of this registration
statement and prior to the effectiveness of this registration
statement) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of the offering, will be
deemed to be incorporated herein by reference and to be a part of
this registration statement from the date of filing of such
documents.
This prospectus
does not, however, incorporate by reference any documents or
portions thereof, whether specifically listed above or furnished by
us in the future, that are not deemed “filed” with the
SEC, including information “furnished” pursuant to
Items 2.02, 7.01 and 9.01 of Form 8-K.
Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement
contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or replaces such
statement. Any statements so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this prospectus.
Any information
incorporated by reference herein is available to you without charge
upon written or oral request. If you would like a copy of any of
this information, please submit your request to us at the following
address:
American Resources
Corporation
Attn: Gregory Q.
Jensen
9002 Technology
Lane
Fishers, IN
4038
(317)
855-9926
AMERICAN RESOURCES CORPORATION
3,600,000 Shares of Class A Common Stock
and
3,600,000 Warrants to Purchase Shares of Class A Common
Stock
————————————————————
Prospectus Supplement
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