June
20, 2019
United
States Securities and Exchange Commission
Division
of Corporate Finance
REF:
Response Letter to SEC comment letter Dated June 14,
2019
American Resources
Corporation
PRE
14C
Filed
June 5, 2019
File
No.001-38816
Dear
Sir or Madam,
With
respect to the above-referenced comment letter, please see our
responses below, in-line with each of your comments and/or
questions.
Schedule 14C filed June 5, 2019
Action by Written Consent, page 2
1.
Please revise to
state the title and amount of the securities to be authorized or
issued, as required by Item 11 of Schedule 14A of Regulation 14A,
or otherwise advise.
Response: We acknowledge the staff's comment and have amended the
Pre-Schedule 14 C to include the following text in various places
including page 2:
“As we reported on Form 8-K filed on June 4, 2019, we will be
commencing a private offering (the “Offering”) of up to
potentially 4,500,000 units of our securities (the
“Units”) with each Unit consisting of (i) a Senior
Convertible Debenture due 2022 (the “Debentures”) that
is convertible into one share each of the Company’s Class A
Common Stock (the “Common Stock”); and (ii) one warrant
(the “Warrant”) exercisable into one share each of the
Common Stock. Assuming the conversion of all Debentures and
Warrants, there could potentially be an additional twelve million
(12,000,000) shares of our Common Stock issued and outstanding upon
total conversion. Pursuant to NASDAQ Rule 5635, we are required to
obtain shareholder approval in connection with any proposal to
issue securities, that upon conversion could equal 20% or more of
the issued and outstanding number of shares of the Common Stock of
the Company along with any other requirement to issue securities
that could result in an issuance of Common Stock equal to twenty
percent (20%) or more of the issued and outstanding number of
shares of the Company Common Stock. This Information Statement
relates to our obtaining shareholder approval for such corporate
action”.
.
After
review of the responses and the amended PRE 14C, please let us know
if you have additional questions or comments
_/s/ Thomas Sauve__________________________
Thomas
Sauve
President
American Resources Corporation ● www.AmericanResourcesCorp.comP.O. Box 606 ● Fishers, IN ●
46038