UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest event Reported): June 26, 2023

 

arec_8kimg2.jpg

 

AMERICAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

Florida

 

000-55456

 

46-3914127

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

12115 Visionary Way, Suite 174, Fishers Indiana, 46038

 (Address of principal executive offices)

 

(317) 855-9926

 (Registrant’s telephone number, including area code)

 

____________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below):

 

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

 

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

 

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

 

 

 

 

Item 7.01. Regulation FD Disclosure

 

On June 28, 2023 American Resources Corporation (“American Resources” or the “Company”), issued a press release announcing that it received an unsolicited bid for the assets of its wholly owned subsidiary and metallurgical carbon division, American Carbon, from and undisclosed party. The unsolicited bid included $12,000,000 in cash over the first six months, the assumption of certain debts and a scaling royalty structure over a twelve-year period totaling an implied enterprise value of approximately $260,000,000. Upon review from the Company’s Board of Directors, Strategic Committee and advisors, the unsolicited bid was rejected due to duration and structure of the proposed consideration payments whereby providing uncertainty that the full value would be achieved and not in the best interest of American Resources’ shareholders.

 

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

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are attached hereto and filed herewith.

 

Exhibit No.

 

Description

99.1

 

Press Release Dated June 28, 2023

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 American Resources Corporation
    
Date: June 28, 2023By/s/  Mark C. Jensen

 

 

Mark C. Jensen 
  Chief Executive Officer 

 

 
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Cover
Jun. 26, 2023
Cover [Abstract]  
Entity Registrant Name AMERICAN RESOURCES CORPORATION
Entity Central Index Key 0001590715
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jun. 26, 2023
Entity Incorporation State Country Code FL
Entity Tax Identification Number 46-3914127
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity File Number 000-55456
Entity Address Address Line 1 12115 Visionary Way
Entity Address Address Line 2 Suite 174
Entity Address City Or Town Fishers
Entity Address State Or Province IN
Entity Address Postal Zip Code 46038
City Area Code 317
Local Phone Number 855-9926

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