American Resources Corp
For the period ended Dec 31, 2023. Filed Apr 15, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 15, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year endedDecember 31, 2023
| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from ____________to _____________
Commission file number000-55456
AMERICAN RESOURCES CORPORATION
(Exact Name of Registrant as specified in its charter)
| Florida | 46-3914127 |
|---|---|
| (State or jurisdiction of Incorporation or organization | (I.R.S Employer Identification No.) |
| 12115 Visionary Way Fishers, Indiana | 46038 |
| (Address of principal executive offices) | (Zip Code) |
*Registrant’s telephone number, including area code:*317-855-9926
Securities registered under Section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common, $0.0001 Par Value | AREC | NASDAQ Capital Market |
| Warrant | ARECW | NASDAQ Capital Market |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒No
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act. ☐ Yes ☒No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation s-K (§ 229.405 of this chapter is not contained herein and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated Filer | ☐ | Smaller reporting company | ☒ |
| (Do not check if a smaller company) | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐ Yes ☒ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter; $131,330,970.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
The number of shares outstanding of the issuer’s Common Stock, $.0001 par value, as of April 15, 2024 was 79,179,958 shares.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the documents is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
ANNUAL REPORT ON FORM 10-K
Fiscal Year Ended December 31, 2023
TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| Special Note Regarding Forward Looking Statements | 3 | ||
| PART I | |||
| Item 1. | Business | 4 | |
| Item 1A. | Risk Factors | 23 | |
| Item 1B. | Unresolved Staff Comments | 24 | |
| Item 2. | Properties | 24 | |
| Item 3. | Legal Proceedings | 24 | |
| Item 4. | Mine Safety Disclosures | 24 | |
| PART II | |||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 25 | |
| Item 6. | Selected Financial Data | 29 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 | |
| Item 7A. | Quantitative and Qualitative Disclosure About Market Risk | 34 | |
| Item 8. | Financial Statements and Supplementary Data | 34 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 34 | |
| Item 9A. | Controls and Procedures | 34 | |
| Item 9B. | Other Information | 35 | |
| PART III | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 36 | |
| Item 11. | Executive Compensation | 42 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 45 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 46 | |
| Item 14. | Principal Accounting Fees and Services | 47 | |
| PART IV | |||
| Item 15. | Exhibits, Financial Statement Schedules | 49 | |
| Signatures | 51 | ||
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