Current Report Filing (8-k)
28 Juni 2023 - 2:34PM
Edgar (US Regulatory)
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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
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.
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, 2023 | By | /s/ Mark C. Jensen | |
| | Mark C. Jensen | |
| | Chief Executive Officer | |
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