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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement
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EXPLANATORY NOTE
This amendment relates to our Current Report on Form 8-K that was
originally filed on March 12, 2020. This amendment is filed solely
for the purpose of including an anticipated filing date under Item
8.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard
On
March 12, 2020, American Resources Corporation (or the
“Company”) received a letter from the Nasdaq Stock
Market indicating that due to the resignation of Mr. Ian Sadler, as
disclosed in the Company’s Form 8-K filed February 24, 2020
as an independent director of the Company and member of the audit
committee, the Company no longer complies with Nasdaq’s
independent director and audit committee requirements as set forth
in Nasdaq’s Listing Rule 5605.
The notification of noncompliance has no immediate effect on the
listing or trading of the Company’s stock on the Nasdaq
Capital Market. Under Listing Rules 5605(b)(1)(a) and 5605(c)(4),
Nasdaq will provide the Company a cure period to fill the vacancy
of independent director and audit committee left by Mr. Sadler. The
cure period will be until the earlier of the Company’s next
annual shareholder meeting or February 24, 2021. If the next annual
shareholders’ meeting is held before August 24, 2020, then
the Company must provide Nasdaq evidence of compliance of its
Listing Rule 5605 no later than August 24, 2020. In the event the
Company does not regain compliance by the stated dates, the Company
will be subject to delisting. The Company and its board of
directors are actively reviewing potential candidates to fill the
position.
Item 8.01 Other Events
As a supplier to the basic elements in the international steel and
infrastructure markets, the outbreak of COVID-19 has been
challenging for our company, vendors, customers and professional
service providers. During this time, resources have been
diverted from many aspects of the company to further the company
for sustained growth once the outbreak is contained. This
diversion of resources has led to the need to seek relief under the
Securities and Exchange Commission Order Release No. 34-88318 dated
March 4, 2020. The required 10-K will be filed on or before
May 14, 2020.
Risk Factor: Our business may suffer from the severity or longevity
of the Coronavirus/COVID-19 Global Outbreak
As a supplier of the initial raw inputs into the global steel and
infrastructure markets, the severity or longevity of the
Coronavirus/COVID-19 global outbreak may adversely affect our
business. Our primary product relies upon the domestic and
international logistics channels. Any disruption of these
channels may cause hardships in delivering product to
customers. The demand for our product relies upon the global
use of steel and infrastructure. Shifts in global steel and
infrastructure demand may adversely affect our business. As a
public company, we rely upon the dedication of internal resources
as well as external professionals to comply with regulations.
The unavailability or diversion in professional resources may
adversely affect our business. Our board of directors and
executive management are key to the vision and operational
performance of the company. Direct infection of any member of
the board of directors or executive management may adversely affect
our business.
Item 9.01.1.
Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
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.
