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): July 16, 2020
 
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)
 
(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 July 16, 2020, the Board of Directors (the “Board”) of American Resources Corporation (or the “Company”) appointed Michael G. Layman to the Board of Directors, filling a vacancy on the Board. Mr. Layman will serve as an Independent Director and a member of the Board’s Audit Committee.
 
Mr. Layman currently serves as General Partner/CEO of Emerald Shoals Targeted Opportunities Fund LP, a hybrid growth fund backed by a network of ultra-high net worth individuals. Mr. Layman obtained his Bachelor of Arts degree in business from Otterbein University.
 
Mr. Layman 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 Mr. Layman was elected as a director, and there are no related party transactions between the Company and Mr. Layman that would require disclosure under Item 404(a) of Regulation S-K.
 
Item 7.01 Regulation FD Disclosure.
 
On July 20, 2020, American Resources Corporation issued a press release regarding Mr. Layman’s appointment to the Company’s Board of Directors.
 
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 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.
 
ExhibitNo.
 
Description
 
Press Release Dated July 20, 2020
 
 
 
 
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.
 
 
American Resources Corporation
 
 
 
 
 
Date: July 20, 2020  
By:  
/s/  Mark C. Jensen
 
 
 
Mark C. Jensen
 
 
 
Chief Executive Officer  
 
 
 
 
arec_ex991
  Exhibit 99.1
 
 
 
American Resources Announces Appointment of Financial Industry Executive, Michael Layman to Board of Directors
 
 
July 20, 2020 Source: American Resources Corporation
 
FISHERS, INDIANA / ACCESSWIRE / July 20, 2020 / American Resources Corporation (NASDAQ:AREC) (“American Resources” or the “Company”), a supplier of raw materials to the rapidly growing global infrastructure marketplace, today announced the appointment of Michael Layman to its Board of Directors as an Independent Director.
 
Mark Jensen, Chairman and CEO of American Resources Corporation commented, “We are thrilled to welcome Michael as a member to our Board of Directors as well as a recent significant shareholder of the Company. We believe that his drive to build value for companies, well-established network within the financial markets and expertise he has amassed over the course of his career will be invaluable as we continue to execute on our objectives and work to unlock the full potential of the Company.”
 
Mr. Layman is a well-established financial industry executive with a track record for driving value and growth for both private and publicly traded companies. Mr. Layman currently serves as General Partner/CEO of Emerald Shoals Targeted Opportunities Fund LP, a hybrid growth fund backed by a network of ultra-high net worth individuals seeking novel opportunities to invest in high-growth catalyst driven companies. Prior to his current role at Emerald Shoals, Mr. Layman served at a large top-four brokerage house where he was co-owner of a private wealth management group where he was responsible for identifying attractive and undervalued investment opportunities. Additionally, he also aided in the development and implementation of various investment strategies based on differing types of needs from conservative to aggressive growth. Additionally, Mr. Layman previously worked for a private equity fund in New York where he established a strong network of relationships with research analysts and investment bankers at a number of Wall Street firms. Mr. Layman obtained his Bachelor of Arts degree in business from Otterbein University.
 
“I believe American Resources has tremendous potential as an industry leader. The management team has continued to show their commitment to organic growth and unprecedented innovation within the industry. With the potential I believe this Company will disrupt the industry and drive significant value, alongside the management team’s vision and expertise, joining the Board was an opportunity I couldn’t pass up. I look forward to closely working alongside the team and leveraging my expertise to create maximum value for American Resources, as well as its shareholders,” added Mr. Layman.
 
American Resources Corporation is focused on running a streamlined and efficient operation to economically deliver raw materials products to meet its customers’ demands. By operating with low or no legacy costs and having one of the largest growth pipelines in the industry, American Resources Corporation works to maximize margins for its investors while being able to scale its operations to meet the growth of the global infrastructure market.
 
About American Resources Corporation
 
American Resources Corporation is a supplier of high-quality raw materials to the rapidly growing global infrastructure market. The Company is focused on the extraction and processing of metallurgical carbon, an essential ingredient used in steelmaking. American Resources has a growing portfolio of operations located in the Central Appalachian basin of eastern Kentucky and southern West Virginia where premium quality metallurgical carbon deposits are concentrated.
 
American Resources has established a nimble, low-cost business model centered on growth, which provides a significant opportunity to scale its portfolio of assets to meet the growing global infrastructure market while also continuing to acquire operations and significantly reduce their legacy industry risks. Its streamlined and efficient operations are able to maximize margins while reducing costs. For more information visit americanresourcescorp.com or connect with the Company on Facebook, Twitter, and LinkedIn.
 
 
 
 
Special Note Regarding Forward-Looking Statements
 
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the Company’s actual results, performance, or achievements or industry results to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. These statements are subject to a number of risks and uncertainties, many of which are beyond American Resources Corporation’s control. The words “believes”, “may”, “will”, “should”, “would”, “could”, “continue”, “seeks”, “anticipates”, “plans”, “expects”, “intends”, “estimates”, or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Any forward-looking statements included in this press release are made only as of the date of this release. The Company does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Company cannot assure you that the projected results or events will be achieved.
 
PR Contact:
Precision Public Relations
Matt Sheldon
917-280-7329
matt@precisionpr.co
 
 
Investor Contact:
 
JTC Team, LLC
Jenene Thomas
833-475-8247
AREC@jtcir.com
 
 
Company Contact:
Mark LaVerghetta
317-855-9926 ext. 0
Vice President of Corporate Finance and Communications
investor@americanresourcescorp.com
 
Source: American Resources Corporation