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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): April 24, 2025
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
On April 24, 2025, American Resources Corporation (or the “Company”) received a letter from the Nasdaq Stock Market indicating that the company’s Form 10-K for the fiscal year ended December 31, 2024 has not been timely filed according to Nasdaq’s Listing Rules.
The notification of noncompliance has no immediate effect on the listing or trading of the Company’s stock on the Nasdaq Capital Market. Under the Listing Rules, the Company has 60 days to file a plan to file its 10-K and then 180 days post acceptance of the plan to file at which point the Company will regain compliance with the listing requirements and the common stock will continue to be eligible for listing on the Nasdaq Capital Market.
The Company continues to work with its Independent Audit Firm and plans to file the required 10-K eminently. Additionally, the upcoming required March 31, 2025 Form 10Q will be filed expeditiously.
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: April 30, 2025 | By: | /s/ Mark C. Jensen | |
| | Mark C. Jensen | |
| | | Chief Executive Officer | |
EXHIBIT 99.1
April 24, 2025
Mr. Mark C. Jensen
Chief Executive Officer
American Resources Corporation
12115 Visionary Way, Suite 174
Fishers Indiana, 46038
| | Re: | American Resources Corporation (the “Company”) Nasdaq Symbol: AREC |
Dear Mr. Jensen:
I am following up on our recent telephone conversation in which I explained that since your Company has not yet filed its Form 10-K for the fiscal year ended December 31, 2024 (the “Filing”), it no longer complies with our Listing Rules (the “Rules”) for continued listing.1 Under our Rules the Company now has 60 calendar days to submit a plan to regain compliance and if we accept your plan, we can grant an exception of up to 180 calendar days from the Filing’s due date, or until October 13, 2025, to regain compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an exception.
In determining whether to accept your plan, we will consider such things as the likelihood that the Filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late Filing, other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures. Please note that any subsequent periodic filing that is due within the 180 day exception period must be filed no later than the end of the period. Therefore, it would be helpful if your plan addresses each of these points. 2
Please email your plan to me at [email protected] no later than June 23, 2025. After we review the plan, I will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal that decision to a Hearings Panel.3
__________________
1 Listing Rule 5250(c)(1). For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter.
2 For additional information with respect to compliance plans please see attached “Nasdaq Online Resources” when preparing your plan of compliance. This attachment includes links to the Frequently Asked Questions section relating to continued listing.
3 See Listing Rule 5815(a).
Mr. Mark C. Jensen
April 24, 2025
Page 2
Our Rules require that the Company, as promptly as possible, but no later than four business days from the receipt of this letter, make a public announcement by issuing a press release disclosing receipt of this letter. The announcement must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.4 The Company must also submit the announcement to Nasdaq’s MarketWatch Department.5 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.6
In addition, Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers.
If you have any questions, please do not hesitate to contact me at +1 202 573 4570.
Sincerely,
Nicholas Argauer
Listing Analyst
Nasdaq Listing Qualifications
Enclosures
_____________________
4 Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
5 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry.
6 Listing IM-5810-1.
