American Resources Corp

S-11 arec_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on October 27**, 2025**

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

American Resources Corporation

12115 Visionary Way

Fishers, Indiana 46038

(317) 855-9926

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Clifford J. Hunt, Esq.

Law Office of Clifford J. Hunt, P.A.

8200 Seminole Boulevard

Seminole, Florida 33772

*(727) 471-0444 ***

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies to:

Mitchell Nussbaum, Esq.

Joan S. Guilfoyle, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

(212) 407-4000** **

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

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 7(a)(2)(B) of the Securities Act. ☐

This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.** **

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

American Resources Corporation

Up to 17,323,379 Shares of Class A Common Stock Offered by the Selling Stockholders

This prospectus relates to the offer and potential resale from time to time by certain selling stockholders identified herein (the “Selling Stockholders”) of up to 17,323,379 shares of the Class A common stock, par value $0.0001 per share (“Common Stock”), of American Resources Corporation, a Florida corporation (“AREC,” the “Company,” “we,” “us” or “our”), including 3,487,646 shares of our Common Stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) to purchase such number of shares of Common Stock at an exercise price of $0.0001 per share.

We are registering the shares of Common Stock covered by this prospectus on behalf of the Selling Stockholders to be offered and sold by them from time to time. For more information about the transactions through which the Selling Stockholders obtained the shares of our Common Stock offered hereby, as well as the Pre-Funded Warrants, see “Prospectus Summary—PIPE Transactions.” We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Stockholders pursuant to this prospectus. Sales of the shares of Common Stock by the Selling Stockholders may occur in one or more public or private transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, at negotiated prices, and/or at varying prices determined at the time of sale. The Selling Stockholders may offer and sell such shares to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods or any other method permitted by law. See “Plan of Distribution” for more information about how the Selling Stockholders may sell or otherwise dispose of such shares and “Selling Stockholders” for more information about the Selling Stockholders. Our registration of these shares does not mean that the Selling Stockholders will offer or sell any shares of our Common Stock.

Our Common Stock is currently listed on the Nasdaq Capital Market under the symbol “AREC.” On October 24, 2025, the last reported sale price of our Common Stock was $3.875 per share.

We are a “smaller reporting company” as that term is defined in Item 10(f)(1) of Regulation S-K, and as such, have elected to comply with certain reduced public company reporting requirements for the registration statement of which this prospectus forms a part and future filings. See*“Prospectus Summary — Implications of Being a Smaller Reporting Company”* and* “Risk Factors — Risks Related to this Offering and Ownership of Our Common Stock*.”

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

The date of this prospectus is , 2025.

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