American Resources Corp 8-K, filed Oct 9, 2020
American Resources Corp (AREC)
8-K
2020-10-09
For: 2020-10-07
View Original
Added on
April 06, 2026
About this 8-K
American Resources Corp filed this 8-K on October 9, 2020, reporting on events of October 7, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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): October 7,
2020
AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
|
Florida
(State
or other jurisdiction of incorporation)
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000-55456
(Commission
File Number)
|
46-3914127
(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 1.01. Entry into a Material Definitive Agreement.
Placement Agent Agreement
On
October 7, 2020, American Resources Corporation (the
“Company”) entered into a Placement Agent Agreement
(the “Agreement”) with Kingswood Capital Markets
(“Kingswood”), a division of Benchmark Investments,
Inc. as the placement agent, with respect to the issuance and sale
of an aggregate of 5,200,000 shares (the “Shares”) of
Class A Common stock, par value $0.0001 per share (the
“Common Stock”) to accredited investors (each, an
“Investor” and collectively, the
“Investors”). The public offering price for each Share
was $2.50. The gross proceeds of the offering, before deducting
underwriter discounts and commissions and other offering expenses,
are $13,000,000.
The
Common Stock are being offered and sold to the public pursuant to
the Company’s registration statement on Form S-3, (File No.
333-230786), which was declared effective with the U.S. Securities
and Exchange Commission (“SEC”) on June 4, 2019. A
preliminary prospectus supplement relating to the offering was
filed with the SEC on October 9, 2020 and is available on the
SEC’s web site at http://www.sec.gov. Copies of the final
prospectus supplement may be obtained from Kingswood Capital
Markets, division of Benchmark Investments, Inc., 17 Battery Place, New York, NY 10004, Attention:
Syndicate Department, or via email at syndicate@kingswoodcm.com or
telephone at (212) 404-7002.
Pursuant
to the Agreement, the Company agreed to pay Kingswood a cash fee
equal to 6% of the aggregate gross proceeds received by the Company
from the sale of the Shares at the Closing. The Company has also
agreed to pay Kingswood a non-accountable expense reimbursement
relating to the offering of up to 1% of the gross proceeds received
by the Company from the sale of the Shares at the
Closing.
The
Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and Kingswood, including
for liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the
Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such
Agreement and may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential
disclosures exchanged between the parties in connection with the
execution of the Agreement. The offering is expected to close on or
about October 9, 2020 (the “Closing
Date”).
A copy
of the Placement Agent Agreement is included herewith as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
A copy
of the legal opinion of Law Office of Clifford J. Hunt, P.A.
relating to the legality of the issuance and sale of the Shares is
filed as Exhibit 5.1 to this Current Report on Form
8-K.
The
Company’s press releases, dated October 7, 2020 and October
9, 2020, announcing the pricing of the offering and the closing of
the offering are attached as Exhibits 99.1 and 99.2, respectively,
to the Current Report on Form 8-K.
This
report does not constitute an offer to sell or the solicitation of
an offer to buy, and these securities cannot be sold in any state
or jurisdiction in which this offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any state or jurisdiction. Any offer will be
made only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration
statement.
This
report contains forward-looking statements. Forward-looking
statements include, but are not limited to, statements that express
our intentions, beliefs, expectations, strategies, predictions or
any other statements related to our future activities, or future
events or conditions. These statements are based on current
expectations, estimates and projections about our business based,
in part, on assumptions made by management and involve a number of
risks and uncertainties, many of which are beyond the control of
the Company including the substantial doubt relating to the
Company’s ability to continue as a going concern. These
statements are not guarantees of future performances and involve
risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in the forward-looking statements
due to numerous factors, including those risks discussed in our
Annual Report on Form 10-K and in other documents that we file from
time to time with the SEC. Any forward-looking statements speak
only as of the date on which they are made, and we do not undertake
any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this report, except as
required by law.
Item 9.01.1.
Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
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Exhibit No.
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Description
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Placement
Agent Agreement entered into by and between American Resources
Corp. and Kingswood Capital Markets, dated October 7,
2020.
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Opinion
of Law Office of Clifford J. Hunt, P.A.
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Press
Release Dated October 7, 2020
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Press Release Dated
October 9, 2020
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2
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.
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American Resources Corporation
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| Date: October 9, 2020 |
By:
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/s/ Mark C.
Jensen
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Mark C.
Jensen
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Chief Executive Officer |
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3
Exhibit 1.1
Exhibit 5.1
Exhibit 99.1
American Resources Corporation Announces Pricing of $13.0 Million
Registered Direct Offering
FISHERS, INDIANA – Wednesday, October 7, 2020 –
American Resources Corporation (NASDAQ: AREC) (“American
Resources” or the “Company”), a supplier of raw
materials to the rapidly growing global infrastructure marketplace,
today announced that it has entered into a securities purchase
agreement with institutional investors for the issuance and sale of
5,200,000 shares of its common stock at a price of $2.50 per share,
for aggregate gross proceeds of approximately $13.0 million, in a
registered direct offering.
Kingswood Capital Markets, division of Benchmark Investments, Inc.,
is acting as exclusive placement agent for the
offering.
The offering is expected to close on or about October 9, 2020,
subject to the satisfaction of customary closing
conditions.
The offering is being made pursuant to an effective shelf
registration statement on Form S-3 (File No.
333-230786) previously filed and
declared effective by the Securities and Exchange Commission (the
"SEC"), and declared effective on June 4, 2019. The offering of the
shares of common stock will be made only by means of a prospectus,
including a prospectus supplement, forming a part of the effective
registration statement, describing the terms of the proposed
offering, which will be filed with the SEC. The Company will also
file a Form 8-K in connection with the securities purchase
agreement and the closing of the offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such
jurisdiction.
When available, copies of the prospectus supplement relating to
this registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC's website at www.sec.gov or
from Kingswood Capital Markets, division of Benchmark Investments
Inc., 17 Battery Place, New York, NY 10004, Attention: Syndicate
Department, or via email at syndicate@kingswoodcm.com or
telephone at (212) 404-7002. Before investing in this offering,
interested parties should read in their entirety the prospectus
supplement and the accompanying prospectus and the other documents
that the Company has filed with the SEC that are incorporated by
reference in such prospectus supplement and the accompanying
prospectus, which provide more information about the Company and
such offering.
About American
Resources Corporation
American Resources Corporation is a supplier of high-quality raw
materials to the rapidly growing global infrastructure market. The
Company is focused on the extraction and processing of
metallurgical carbon, an essential ingredient used in steelmaking.
American Resources has a growing portfolio of operations located in
the Central Appalachian basin of eastern Kentucky and southern West
Virginia where premium quality metallurgical carbon deposits are
concentrated.
American Resources has established a nimble, low-cost business
model centered on growth, which provides a significant opportunity
to scale its portfolio of assets to meet the growing global
infrastructure market while also continuing to acquire operations
and significantly reduce their legacy industry risks. Its
streamlined and efficient operations are able to maximize margins
while reducing costs. For more information visit
americanresourcescorp.com or connect with the Company on
Facebook,
Twitter,
and LinkedIn.
Forward-Looking Statements
This
press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements involve known and unknown
risks, uncertainties, and other important factors that could cause
the Company’s actual results, performance, or achievements or
industry results to differ materially from any future results,
performance, or achievements expressed or implied by these
forward-looking statements. These statements are subject to a
number of risks and uncertainties, many of which are beyond
American Resources Corporation’s control. The words
“believes”, “may”, “will”,
“should”, “would”, “could”,
“continue”, “seeks”,
“anticipates”, “plans”,
“expects”, “intends”,
“estimates”, or similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain such identifying words. Any
forward-looking statements included in this press release are made
only as of the date of this release. The Company does not undertake
any obligation to update or supplement any forward-looking
statements to reflect subsequent events or circumstances. The
Company cannot assure you that the projected results or events will
be achieved.
PR Contact:
Precision
Public Relations
Matt
Sheldon
917-280-7329
matt@precisionpr.co
Investor Contact:
JTC
Team, LLC
Jenene
Thomas
833-475-8247
AREC@jtcir.com
Company Contact:
Mark
LaVerghetta
317-855-9926
ext. 0
Vice
President of Corporate Finance and Communications
investor@americanresourcescorp.com
Exhibit 99.2
American Resources Corporation Announces Closing of
$13.0 Million Registered Direct
Offering Priced Above the
Market under Nasdaq Rules
FISHERS, INDIANA – Friday, October 7, 2020 – American
Resources Corporation, (NASDAQ: AREC) (the "Company"), a supplier
of raw materials to the rapidly growing global infrastructure
marketplace, today announced that it has closed its previously
announced registered direct offering of 5,200,000 shares of its
common stock at a price of $2.50 per share, priced above the market
under Nasdaq rules for aggregate gross proceeds of approximately
$13.0 million.
Kingswood Capital Markets, division of Benchmark Investments, Inc.,
acted as exclusive placement agent for the offering.
The offering was made pursuant to an effective shelf registration
statement on Form S-3 (File No. 333-230786) previously filed and declared effective by the
Securities and Exchange Commission (the "SEC") and declared
effective on June 4, 2019. The offering of the shares of common
stock was made only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement, describing the terms of the offering, which was filed
with the SEC. The Company also filed a Form 8-K in connection with
the securities purchase agreement and the closing of the
offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such
jurisdiction.
When available, copies of the prospectus supplement relating to
this registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC's website at www.sec.gov or
from Kingswood Capital Markets, division of Benchmark Investments
Inc., 17 Battery Place, New York, NY 10004, Attention: Syndicate
Department, or via email at syndicate@kingswoodcm.com or
telephone at (212) 404-7002. Before investing in this offering,
interested parties should read in their entirety the prospectus
supplement and the accompanying prospectus and the other documents
that the Company has filed with the SEC that are incorporated by
reference in such prospectus supplement and the accompanying
prospectus, which provide more information about the Company and
such offering.
About American
Resources Corporation
American Resources Corporation is a supplier of high-quality raw
materials to the rapidly growing global infrastructure market. The
Company is focused on the extraction and processing of
metallurgical carbon, an essential ingredient used in steelmaking.
American Resources has a growing portfolio of operations located in
the Central Appalachian basin of eastern Kentucky and southern West
Virginia where premium quality metallurgical carbon deposits are
concentrated.
American Resources has established a nimble, low-cost business
model centered on growth, which provides a significant opportunity
to scale its portfolio of assets to meet the growing global
infrastructure market while also continuing to acquire operations
and significantly reduce their legacy industry risks. Its
streamlined and efficient operations are able to maximize margins
while reducing costs. For more information visit
americanresourcescorp.com or connect with the Company on
Facebook,
Twitter,
and LinkedIn.
Forward-Looking Statements
This
press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements involve known and unknown
risks, uncertainties, and other important factors that could cause
the Company’s actual results, performance, or achievements or
industry results to differ materially from any future results,
performance, or achievements expressed or implied by these
forward-looking statements. These statements are subject to a
number of risks and uncertainties, many of which are beyond
American Resources Corporation’s control. The words
“believes”, “may”, “will”,
“should”, “would”, “could”,
“continue”, “seeks”,
“anticipates”, “plans”,
“expects”, “intends”,
“estimates”, or similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain such identifying words. Any
forward-looking statements included in this press release are made
only as of the date of this release. The Company does not undertake
any obligation to update or supplement any forward-looking
statements to reflect subsequent events or circumstances. The
Company cannot assure you that the projected results or events will
be achieved.
PR Contact:
Precision
Public Relations
Matt
Sheldon
917-280-7329
matt@precisionpr.co
Investor Contact:
JTC
Team, LLC
Jenene
Thomas
833-475-8247
AREC@jtcir.com
Company Contact:
Mark
LaVerghetta
317-855-9926
ext. 0
Vice
President of Corporate Finance and Communications
investor@americanresourcescorp.com