arec_8k
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): November 23,
2020
AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
(State
or other jurisdiction
of
incorporation)
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000-55456
(Commission
File
Number)
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46-3914127
(I.R.S.
Employer
Identification
No.)
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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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
November 23, 2020, the Board of Directors (the “Board”)
of American Resources Corporation (or the “Company”)
appointed Gerardine Botte, Ph.D. to its Board of Directors. Dr.
Botte will serve as an Independent Director and a member of the
Board’s Audit and Compensation Committees.
Dr. Botte currently serves as a Professor and the
Whitacre
Department Chair in Chemical Engineering at Texas Tech
University and is a
recognized visionary in Electrochemical Science Dr. Botte has over 21 years of experience in the
development of electrochemical processes and advanced water
treatment. She has served in leadership roles for the
Electrochemical Society and is currently the Chair of the
Electrochemical Process Engineering and Technology Division of the
International Society of Electrochemistry. Dr. Botte obtained her
Ph.D. and M.E., both in Chemical Engineering, from the University
of South Carolina, and received her B.S. in Chemical Engineering
from Universidad de Carabobo (Venezuela).
Dr. Botte will participate in the
Company’s standard independent director compensation
program, as described in the Company’s annual statement filed
with the Securities and Exchange Commission. There is no
arrangement or understanding pursuant to which Dr. Botte was
elected as a director, and there are no related party transactions
between the Company and Dr. Botte that would require disclosure
under Item 404(a) of Regulation S-K.
Additionally, effective November 23, 2020, Randal Stephenson
transitioned from his role as Independent Director and Chairman of
the Audit Committee to a new role as the inaugural member of the
Company’s Strategic Advisory Board. The Strategic Advisory
Board’s goal is to aid in the advancement of the
Company’s operations to economically deliver raw materials
products through leveraging expertise of diverse industry
backgrounds, and to provide relationship support, industry support
and overall guidance and insights into American Resources’
growth cycles of all three divisions. The
Strategic Advisory Board function is an informal committee that
will assist the Company in its overall development and growth as
well as strengthening its specific industry footprints. In Mr.
Stephenson’s replacement, Michael Layman, who has served as
an Independent Director and member of the Audit Committee for
American Resources Corporation, has been appointed to Chairman of
the Audit Committee. Mr. Stephenson’s decision to
transition to a new role on the Company’s Strategic Advisory
Committee was not due to any disagreement with the Company,
including with respect to any matter relating to the
Company’s operations, policies or practices.
Furthermore,
effective November 23, 2020, the five Directors and Mr. Stephenson
each received compensation for their role on the Board of Directors
or the Strategic Advisory Board for the calendar year 2021 the
amount of 25,000 options each. The options have a strike price of
$1.64 per share, the closing share price on November 23, 2020, are
immediately issued and vested to each respective person, and have a
seven-year term.
Lastly, effective November 23, 2020 the Company’s Board of
Directors and Compensation Committee formalized employment
agreements (the “Agreement(s)”) for the following
officers: Mark C. Jensen, Chief Executive Officer, Thomas M. Sauve,
President, and Kirk P. Taylor, Chief Financial
Officer.
Upon entering into Agreements with Mr. Jensen, Mr. Sauve and Mr.
Taylor, documenting their compensation and other terms and
conditions of their employment, this Current Report on Form 8-K is
being filed by the Company to disclose the material terms and
conditions of the Agreements and the Agreements are being attached
as Exhibits 1.1, 1.2 and 1.3 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
On
November 24, 2020, American Resources Corporation issued a press
release regarding the appointment of Gerardinbe Botte, Ph.D. to the
Company’s Board of Directors as well as the formation of a
joint venture between the Company’s wholly owned subsidiary,
American Rare Earth LLC and Dr. Botte to develop and commercialize technologies for
critical elements and graphene production from carbon-based
deposits under the newly established and jointly controlled limited
liability company, Advanced Carbon Materials LLC. In a
separate press release, also issued on November 24, 2020, the
Company announced that it will be presenting at the H.C. Wainwright
Mining Conference on November 30, 2020 at 12:00 PM ET and will be
available for one-on-one meetings with
qualified members of the investment community who are registered to
attend the virtual conference.
Also,
on November 25, 2020, American Resources Corporation issued a press
release regarding the formation of the Company’s Strategic
Advisory Board. As such, Randal
Stephenson, a valued member of the Company’s Board of
Directors, will transition from his role on the Board of Directors
to the founding member of the Strategic Advisory Board, an informal
committee that will assist the Company in its overall development
and growth as well as strengthening its specific industry
footprints.
The information presented in Item 8.01 of this Current Report on
Form 8-K and Exhibit 99.1, 99.2 and 99.3 shall not be
deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the
liabilities of that section, unless the Company specifically states
that the information is to be considered “filed” under
the Exchange Act or specifically incorporates it by reference into
a filing under the Securities Act of 1933, as amended, or the
Exchange Act.
A copy
of the press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 9.01
Financial Statements and
Exhibits.
The
following exhibits are attached hereto and filed
herewith.
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ExhibitNo.
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Description
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Employment Agreement Between American Resources and Mark
Jensen
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Employment Agreement Between American Resources and Tom
Sauve
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Employment Agreement Between American Resources Kirk
Taylor
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Press Release Dated November 24, 2020
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Press Release Dated November 24, 2020
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Press Release Dated November 25, 2020
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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: November 25,
2020
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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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