UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~October~~Date 15of Report (Date of Earliest event Reported): November 3, 2025

~~Date~~AMERICAN ofRESOURCES ~~Report~~CORPORATION (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported~~specified in its charter)

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)		(Zip Code)

12115 Visionary Way, Suite 174, Fishers Indiana, 46038

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area code: (317~~offices) ~~855-9926~~

~~N/A~~(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~~See: General ~~Instructions~~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 (~~17 CFR 240~~17CFR240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (~~17 CFR 240~~17CFR240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (~~17 CFR 240~~17CFR240.13e-4(c))

~~Securities~~Item ~~registered~~7.01. ~~pursuant~~Regulation toFD ~~Section 12(b) of the Act:~~Disclosure

~~Title~~On November 3, 2025, American Resources Corporation (or the “Company”) issued a press releasing announcing its holding company, ReElement Technologies Corporation, a leading U.S. innovator in rare earth element (REE) and critical mineral refining, of ~~each~~which ~~class~~the ~~Trading~~Company ~~Symbol~~holds approximately 19% of the current outstanding common shares, announced a joint partnership of $1.4 billion with the U.S Department of War’s Office of Strategic Capital (OSC). The funding supports the expansion of ReElement’s partnership with Vulcan Elements (“Vulcan”) ~~Name~~to scale a 100% vertically integrated, domestic rare earth magnet supply chain. The OSC’s commitment includes two separate loans, matched by private capital: $80 million to ReElement Technologies and $620 to Vulcan Elements. These loans will directly support the production of ~~each~~advanced ~~exchange~~rare onearth ~~which~~element ~~registered~~separation, ~~Class~~metallization, Aand ~~Common~~magnet ~~AREC~~manufacturing ~~NASDAQ~~capabilities ~~Capital~~in ~~Market~~the ~~Warrant~~United ~~ARECW~~States. ~~NASDAQ~~With ~~Capital~~the ~~Market~~increased manufacturing and processing capabilities enabled by OSC’s loans, Vulcan Elements and ReElement will collectively scale to 10,000 metric tonnes of NdFeB magnet production capability, thereby significantly reducing the U.S. NdFeB magnet supply chain gap. In conjunction with the loan commitment, the U.S. Department of War will receive warrants in ReElement Technologies Corporation.

~~Indicate~~The byinformation ~~check~~presented ~~mark~~in ~~whether~~Item ~~the~~7.01 ~~registrant~~of isthis anCurrent ~~emerging~~Report ~~growth~~on ~~company~~Form as8-K ~~defined~~shall innot ~~Rule~~be ~~405~~deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of ~~1933~~1934, as amended (17the ~~CFR~~“Exchange ~~§230.405~~Act”), or ~~Rule~~otherwise ~~12b-2~~subject to the liabilities of that section, unless the ~~Securities~~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 ~~1934~~1933, ~~(17~~as ~~CFR~~amended, ~~§240~~or the Exchange Act.~~12b-2).~~

~~Emerging~~A ~~growth~~copy ~~company~~of ☐the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

IfItem an9.01. ~~emerging~~Financial ~~growth~~Statements ~~company,~~and indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ActExhibits. ☐

~~Item~~(d) ~~1.01 Entry into a Material Definitive Agreement.~~Exhibits

~~Securities~~The ~~Purchase~~following ~~Agreements~~exhibits are attached hereto and filed herewith.

On October 15, 2025, American Resources Corporation, a Florida corporation (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement offering (the “Offering”) an aggregate of (1) 2,661,764 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) at the offering price of $5.10 per Share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 5,181,374 shares of Common Stock at an exercise price equal to $0.0001 per share (the “Pre-Funded Warrant Shares”), at the offering price of $5.0999 per share

Exhibit

No.

Description

99.1

Press Release Dated November 3, 2025

~~Maxim Group LLC (“Maxim”) acted as the sole placement agent in connection with the Offering.~~2

The Shares, Pre-Funded Warrants and the Pre-Funded Warrant Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuance of the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.SIGNATURES

~~The~~Pursuant ~~Company~~to ~~intends~~the torequirements ~~use~~of the ~~net~~Securities ~~proceeds~~Exchange ~~from~~Act ~~the~~of ~~Offering~~1934, tothe ~~support~~registrant ~~development~~has ofduly ~~domestic~~caused ~~critical~~this ~~mineral~~report ~~processing,~~to ~~including~~be ~~coal~~signed ~~waste~~on ~~extraction,~~its ~~and~~behalf ~~for~~by ~~corporate~~the ~~development,~~undersigned ~~working~~hereunto ~~capital~~duly ~~and general purposes~~authorized.

Pursuant to the terms of the Securities Purchase Agreement, for a period beginning on the Closing Date (defined below) and ending on the date that is twelve (12) months thereafter, each Purchaser has the right, but not the obligation, to participate, in up to its pro rata share of the aggregate of up to thirty percent (30%) of the securities offered in any Subsequent Equity Financing (as defined therein), on the same terms and conditions as other purchasers in such Subsequent Equity Financing.

	American Resources Corporation

Date: November 3, 2025	By:	/s/ Mark C. Jensen
		Mark C. Jensen
		Chief Executive Officer

~~The Offering is anticipated to close on or about October 16, 2025 (the “Closing Date”).~~3

In connection with the Offering, the Company’s directors and executive officers have entered into lock-up agreements for a period of sixty (60) days after the closing of the Offering, subject to limited exceptions. Without the prior written consent of the purchasers and Maxim, from the date of execution of the Securities Purchase Agreement until sixty (60) days after the closing of the Offering, neither the Company nor any subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock, Common Stock Equivalents, other than an Exempt Issuance (as defined therein) or (ii) file any registration statement or any amendment or supplement thereto, subject to certain exceptions.

The Company has agreed to file, within 10 calendar days of the closing, a registration statement with the Securities and Exchange Commission (“Commission”) covering the resale of the Shares and the Pre-Funded Warrant Shares and has agreed to use commercially reasonable efforts to cause such registration to become effective within 30 calendar days following the closing of the Offering or 60 calendar days in the event of a review by the Commission.

The foregoing descriptions of the Securities Purchase Agreements, Pre-Funded Warrants and Lock-Up Agreement do not purport to be complete and are qualified in their entirety by references to the full text of the Securities Purchase Agreements, Pre-Funded Warrants and Lock-Up Agreement, respectively, which are filed as Exhibits 10.1, 4.1 and 10.2, to this Current Report, and incorporated by reference herein.

Placement Agency Agreement

The Company also entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Maxim dated October 15, 2025, pursuant to which Maxim agreed to serve as the exclusive placement agent for the Company in connection with the Offering. The Company agreed to pay Maxim upon closing a cash fee (the “Cash Fee”) equal to 7.0% of the aggregate gross proceeds received in the Offering. The Company also agreed to reimburse Maxim at the closing of the Offering, for expenses incurred, including disbursements of its legal counsel, up to $100,000.

Maxim is entitled to the Cash Fee with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom Maxim contacted in connection with the Offering, between the date of the Placement Agency Agreement and the Termination Date (as defined therein), if such Tail Financing is consummated at any time within the six (6) month period following the Termination Date.

For a period of six (6) months following the closing of the Offering, the Company granted Maxim the right of first refusal to act as lead managing underwriter and lead book runner, lead placement agent, or lead sales agent, with at least fifty percent (50.0%) economics for any and all future public and private equity, equity-linked, convertible or debt offerings during such six (6) month period of the Company, or any successor to or any subsidiary of the Company.

The Placement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

The foregoing description of the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Placement Agency Agreement which is filed as Exhibit 10.3 to this Current Report, and incorporated by reference herein.

Item 3.02 Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 relating to the issuance of the Shares and the Pre-Funded Warrant Shares is hereby incorporated by reference into this Item 3.02.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 8.01 Other Events.

On October 15, 2025, the Company issued a press release announcing the Offering. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
10.1		Form of Securities Purchase Agreement, dated as of October 15, 2025, between American Resources Corporation and each Purchaser (as defined therein).
10.2		Form of Lock-Up Agreement, between American Resources Corporation and each signatory thereto
10.3		Placement Agency Agreement, between American Resources Corporation and Maxim Group LLC.
99.1		Press Release dated October 15, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 16, 2025

American Resources Corporation By: /s/ Mark C. Jensen Name: Mark C. Jensen Title: Chief Executive Officer

Filing Compare · American Resources Corp