American Resources Corp Files 8-K/A Amendment

TL;DR

ARC filed an 8-K/A amendment for Oct 13th events - material agreements & equity sales.

AI Summary

American Resources Corporation filed an amendment (8-K/A) on October 15, 2025, to a previous report concerning events on October 13, 2025. The filing relates to the entry into a material definitive agreement, unregistered sales of equity securities, and other events, including financial statements and exhibits.

Why It Matters

This amendment provides updated or corrected information regarding significant corporate events, potentially impacting investors' understanding of the company's agreements and equity transactions.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can indicate corrections or additions to previously disclosed material information, requiring careful review by investors.

Key Players & Entities

• American Resources Corporation (company) — Registrant
• 0001590715 (company) — Central Index Key
• 463914127 (company) — EIN
• NGFC Equities, Inc. (company) — Former Company Name
• NATURAL GAS FUELING & CONVERSION INC. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — he "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of the
• $3.55 — of the Company at an offering price of $3.55 per share. Maxim Group LLC ("Maxim") a
• $100,000 — sbursements of its legal counsel, up to $100,000. Maxim is entitled to the Cash Fee wi

Filing Documents

• arec_8ka.htm (8-K/A) — 39KB
• arec_ex101.htm (EX-10.1) — 206KB
• arec_ex102.htm (EX-10.2) — 23KB
• arec_ex103.htm (EX-10.3) — 46KB
• 0001654954-25-011782.txt ( ) — 522KB
• arec-20251013.xsd (EX-101.SCH) — 5KB
• arec-20251013_lab.xml (EX-101.LAB) — 16KB
• arec-20251013_cal.xml (EX-101.CAL) — 1KB
• arec-20251013_pre.xml (EX-101.PRE) — 12KB
• arec-20251013_def.xml (EX-101.DEF) — 6KB
• arec_8ka_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreements On October 13, 2025, American Resources Corporation, a Florida corporation (the "Company") entered into securities purchase agreements (the "Securities Purchase Agreements") with certain investors (the "Purchasers") pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement offering (the "Offering") an aggregate of 9,480,282 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of the Company at an offering price of $3.55 per share. Maxim Group LLC ("Maxim") acted as the sole placement agent in connection with the Offering. The Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuance of the Shares has not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The Company intends to use the net proceeds from the Offering, to support development of domestic critical mineral processing, including coal waste extraction, a 10k MT magnet manufacturing facility and for corporate development, working capital and general purposes. Pursuant to the terms of the Securities Purchase Agreement, for a period beginning on the Closing Date (defined below) and ending on the date that is twelve (12) months thereafter, each Purchaser has the right, but not the obligation, to participate, in up to its pro rata share of the aggregate of up to thirty percent (30%) of the securities offered in any Subsequent Equity Financing (as defined therein), on the same terms and conditions as other purchasers in such Subsequen

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information contained above in Item 1.01 relating to the issuance of the Shares is hereby incorporated by reference into this Item 3.02. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01 Other Events

Item 8.01 Other Events. On October 13, 2025, the Company issued a press release announcing the Offering. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement, dated as of October 13, 2025, between American Resources Corporation and each Purchaser (as defined therein). 10.2 Form of Lock-Up Agreement, dated as of October 13, 2025, between American Resources Corporation and each signatory thereto 10.3 Placement Agency Agreement, dated October 13, 2025, between American Resources Corporation and Maxim Group LLC. 99.1 Press Release dated October 13, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 14, 2025 American Resources Corporation By: /s/ Mark C. Jensen Name: Mark C. Jensen Title: Chief Executive Officer 5

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View this 8-K/A filing on SEC EDGAR