Item
7.01
Regulation FD Disclosure.
American
Resources Corporation (the “Company”) will be
commencing a private offering (the “Offering”) of up to
3,500,000 units (“Units”), each Unit comprised of
$10.00 in principal amount of Senior Convertible Debentures due
2022 (the “Debentures”) convertible into the
Company’s Class A Common stock, par value $0.0001 per share
(the “Common Stock”), at an initial conversion price of
$6.00 per share of Common Stock and one warrant (the
“Warrants”) to purchase one share of Common Stock. Each
Warrant is exercisable for three years at an initial exercise price
equal to $8.00 per share. The Units are being offered without
registration under the Securities Act of 1933, as amended
(“Securities Act”), solely to persons who qualify as
accredited investors, as that term is defined in Rule 501 of
Regulation D under the Securities Act, in reliance upon the
exemption from registration provided by Section 4(a)(2) of the
Securities Act and Rule 506(c) of Regulation D promulgated
thereunder.
The
Company has retained Maxim Group, LLC to serve as its placement
agent for the Offering. The Company has agreed to pay the placement
agent a placement fee equal to 8% of the aggregate gross proceeds
raised in the Offering and warrants exercisable for a term of three
years to purchase 8% of the number of shares of common stock
included in the Units sold in the Offering at an exercise price of
$6.60 per share.
The
Offering may be increased by up to an additional $10,000,000 at the
mutual discretion of the Company and the placement agent. The
Offering will terminate on June 30, 2019, unless extended by the
Company and the placement agent.
The
initial closing of the Offering is conditioned, among other things,
on the Company’s acceptance of subscriptions for at least
$1,000,000 of Units.
Net
proceeds, if any, from the Offering will be used to complete
acquisitions, organic growth, equipment, refinance existing debt,
repaying the Permitted Indebtedness, and general working capital
purposes.
Attached
hereto as Exhibit 99.1 is the investor presentation that the
Company and the placement agent will be providing to potential
investors in connection with the Offering.
The
information contained in this Item 7.01 of this Current Report on
Form 8-K and in the accompanying exhibits shall not be incorporated
by reference into any filing of the Company under the Securities
Act or the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), whether made before or after the date
hereof, regardless of any general incorporation language in such
filing. The information in this report, including the exhibit
hereto, is being furnished and shall not be deemed to be
“filed” for purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section or Sections
11 or 12(a)(2) of the Securities Act.
This
document is not an offer to sell nor a solicitation of an offer to
buy securities. Any offer or sale of securities will be made by
means of an offering memorandum containing detailed information
about the Company, management and the securities. In addition, no
offer, sale or solicitation is being made in any jurisdiction in
which such offer, sale or solicitation would be
prohibited.