Attached files
| file | filename |
|---|---|
| EX-99.4 - FINANCIAL CODE OF ETHICS - American Resources Corp | arec_ex994.htm |
| EX-99.3 - CODE OF CONDUCT - American Resources Corp | arec_ex993.htm |
| EX-99.2 - BYLAWS OF AMERICAN RESOURCES CORPORATION. - American Resources Corp | arec_ex992.htm |
| EX-99.1 - AMENDED ARTICLES OF INCORPORATION. - American Resources Corp | arec_ex991.htm |
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): November 5,
2018
AMERICAN
RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
|
Florida
(State
or other jurisdiction
of
incorporation)
|
000-55456
(Commission
File
Number)
|
46-3914127
(I.R.S.
Employer
Identification
No.)
|
9002
Technology Lane, Fishers Indiana, 46038
(Address
of principal executive offices)
(606)
637-3740
(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))
Section 1 – Registrant’s Business and
Operations
Item
1.01
Entry
into a Material Definitive Agreement.
Section 2 - Financial Information
Item
2.01
Completion
of Acquisition or Disposition of Assets.
On
November 7, 2018, American Resources Corporation’s
wholly-owned subsidiary, Quest Energy Inc., closed on the
previously-announced October 24, 2017 transaction with Synergy
Coal, LLC and its sole owner, Thomas M. Shelton.
Section 5 – Corporate Governance and Management
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 8, 2018, American Resources Corporation amended its
Articles of Incorporation and filed the amendment with the Florida
Secretary of State. A copy of the amended Articles is attached as
exhibit 99.1.
On
November 7, 2018, American Resources Corporation amended its
Bylaws. A copy of the amended Bylaws is attached as exhibit
99.2.
On
November 7, 2018, American Resources Corporation amended its Code
of Conduct. A copy of the amended Code of Conduct is attached as
exhibit 99.3.
On
November 7, 2018, American Resources Corporation adopted a
Financial Code of Ethics. A copy of the Financial Code of Ethics is
attached as exhibit 99.4.
Section 8 – Other Events
Item
8.01
Other
Events.
On
November 5, 2018, all holders of the outstanding shares of American
Resources Corporation’s Series A Preferred stock elected to
convert 90% of their respective Series A Preferred stock holdings
to Class A Common stock of the company. The result is 4,336,012
Series A Preferred shares converted into 14,453,373 Class A Common
shares of the company, and 481,780 Series A Preferred shares remain
outstanding after the conversion.
On
November 7, 2018, all holders of the outstanding shares of American
Resources Corporation’s Series B Preferred stock elected to
convert all of their respective Series B Preferred stock holding to
Class A Common stock of the company. The conversion resulted in
964,290 shares of Series B Preferred stock (which includes the
accrued dividend) being converted to 267,859 shares of Class A
Common stock, and after the conversion no shares of Series B
Preferred stock are outstanding.
The
total Class A Common shares outstanding after the above two
conversions is 17,709,969.
Item 9.01
Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
|
ExhibitNo.
|
|
Description
|
|
|
Amended
Articles of Incorporation.
|
|
|
|
Bylaws
of American Resources Corporation.
|
|
|
|
Code of
Conduct
|
|
|
|
Financial
Code of Ethics
|
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: November 13,
2018
|
By:
|
/s/ Mark C.
Jensen
|
|
|
|
|
Mark C.
Jensen
|
|
|
|
|
Chief Executive
Officer
|
|