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): February 8, 2017

RAMACO RESOURCES, INC.

(Exact Name of Registrant as Specified in its Charter)

(859) 244-7455

(Registrant’s Telephone Number, Including Area Code)

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:

Introductory Note:

On February 8, 2017, Ramaco Resources, Inc. (the “Company”) completed its initial public offering (the “Offering”) of 6,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price to the public of $13.50 per share. The material terms of the Offering are described in the prospectus, dated February 2, 2017 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission on February 6, 2017, which forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-215363) (the “Registration Statement”). The Offering included 2,200,000 shares of Common Stock offered by the selling stockholders named in the Registration Statement.

Registration Rights Agreement

In connection with the closing of the Offering, on February 8, 2017, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Yorktown Energy Partners IX, L.P. (“Yorktown IX”), Yorktown Energy Partners X, L.P. (“Yorktown X”), Yorktown Energy Partners XI, L.P. (together with Yorktown IX and Yorktown X, “Yorktown”), Energy Capital Partners Mezzanine Opportunities Fund, LP (“ECP Mezzanine”), Energy Capital Partners Mezzanine Opportunities Fund A, LP (“ECP Fund A”), ECP Mezzanine B (Ramaco IP), LP (together with ECP Mezzanine and ECP Fund A, “ECP”), Randall W. Atkins (the Company’s Executive Chairman) and Michael D. Bauersachs (the Company’s President and Chief Executive Officer). Pursuant to the Registration Rights Agreement, the Company agreed to register the sale of shares of Common Stock under certain circumstances as described below.

At any time after the 180 day lock-up period described in the Prospectus, and subject to the limitations set forth below, Yorktown, ECP, Randall W. Atkins or Michael Bauersachs (or their permitted transferees) has the right to require the Company, by written notice, to prepare and file a registration statement registering the offer and sale of a certain number of the Company’s shares of Common Stock. Generally, the Company is required to file such registration statement within 30 days of such written notice. Subject to certain exceptions, the Company will not be obligated to effect a demand registration within 90 days after the closing of any underwritten offering of shares of the Company’s Common Stock.

The Company is also not obligated to effect any demand registration in which the amount of Common Stock to be registered has an aggregate value of less than $30.0 million. Once the Company is eligible to effect a registration on Form S-3, any such demand registration may be for a shelf registration statement. The Company will be required to use all commercially reasonable efforts to maintain the effectiveness of any such registration statement until all shares covered by such registration statement have been sold.

In addition, Yorktown, ECP, Randall W. Atkins or Michael Bauersachs (or its permitted transferees) has the right to require the Company, subject to certain limitations, to effect a distribution of any or all of its shares of Common Stock by means of an underwritten offering. In general, any demand for an underwritten offering (other than the first requested underwritten offering made in respect of a prior demand registration, a requested underwritten offering made concurrently with a demand registration or a requested underwritten offering for less than certain specified amounts) shall constitute a demand request subject to the limitations set forth above.

Subject to certain exceptions, if at any time the Company proposes to register an offering of Common Stock or conduct an underwritten offering, whether or not for the Company’s own account, then the Company must notify Yorktown, ECP, Randall W. Atkins or Michael Bauersachs (or their permitted transferees) of such proposal at least five business days, except if the registration statement will be a shelf registration statement, at least two business days, before the anticipated filing date or commencement of the underwritten offering, as applicable, to allow them to include a specified number of their shares of Common Stock in that registration statement or underwritten offering, as applicable.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and the Company’s right to delay or withdraw a registration statement under certain circumstances. The Company will generally pay all registration expenses in connection with the parties’s obligations under the registration rights agreement, regardless of whether a registration statement is filed or becomes effective.

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The foregoing description is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Shareholders’ Agreement

In connection with the closing of the Offering, on February 8, 2017, the Company entered into a shareholders’ agreement (the “Shareholders’ Agreement”) with Yorktown and ECP. Among other things, the shareholders’ agreement provides Yorktown and ECP with the right to designate a number of nominees (each Yorktown nominee, a “Yorktown Director” and each ECP nominee, an “ECP Director”) to the Company’s board of directors such that:

The designation rights of Yorktown and ECP are exercisable at the option of each of Yorktown and ECP and each of Yorktown and ECP may designate a number of directors to serve on the Company’s board of directors that is less than the number shown above (or none at all). The designation rights of ECP and Yorktown will terminate automatically as to each of Yorktown and ECP upon the later of (i) the time at which either Yorktown or ECP no longer has the right to designate an individual for nomination to the Company’s board of directors under the stockholders’ agreement, and (ii) the time at which Yorktown and ECP cease to hold in aggregate at least 50% of the outstanding shares of our common stock. Additionally, the designation rights of Yorktown will terminate automatically upon Yorktown providing written notice to ECP and the Company.

Pursuant to the Shareholders’ Agreement, the Company, Yorktown and ECP will be required to take all necessary action, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election of the nominees designated by Yorktown and ECP.

The rights granted to Yorktown and ECP to designate directors are additive to and not intended to limit in any way the rights that Yorktown, ECP or any of their affiliates may have to nominate, elect or remove our directors under the the Delaware General Corporation Law, as amended.

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The foregoing description is qualified in its entirety by reference to the full text of the Shareholders’ Agreement, which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Master Reorganization Agreement

As previously disclosed and as described in the Prospectus, on February 8, 2017, the Company completed the transactions contemplated by the Master Reorganization Agreement, dated February 1, 2017, (the “Master Reorganization Agreement”) among the Company and the other parties named therein (the “Parties”), pursuant to which the Company issued shares of its Common Stock as consideration for the Parties’ equity interests in Ramaco Development, LLC in connection with the reorganization transactions contemplated by the Master Reorganization Agreement to effect the Company’s initial public offering.

A description of the Master Reorganization Agreement and the transactions contemplated thereby is included in the Company’s Current Report on Form 8-K filed February 7, 2017, which is incorporated by reference herein.

The information provided in Item 1.01 hereto under the headings “Registration Rights Agreement” and “Shareholders’ Agreement” and in Item 5.03 under the headings “Amended and Restated Certificate of Incorporation” and “Amended and Restated Bylaws” is incorporated by reference into this Item 3.03.

Indemnification Agreements

In connection with the closing of the Offering, the Company entered into Indemnification Agreements (“Indemnification Agreements”) with each of the executive officers and directors of the Company. These Indemnification Agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to the Company, and to advance certain expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The foregoing description of the Indemnification Agreements is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreements, which are attached as Exhibits 10.1 through 10.11 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Amended and Restated Certificate of Incorporation

On February 8, 2017, in connection with the closing of the Offering, the Company amended and restated its Certificate of Incorporation (as amended and restated, the “Certificate of Incorporation”), which was filed with the Secretary of State of the State of Delaware on February 8, 2017. A description of the Certificate of Incorporation is contained in the section of the Prospectus entitled “Description of Capital Stock” and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

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Amended and Restated Bylaws

On February 8, 2017, in connection with the closing of the Offering, the Company amended and restated its Bylaws (as amended and restated, the “Bylaws”). A description of the Bylaws is contained in the section of the Prospectus entitled “Description of Capital Stock” and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Bylaws, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

(d) Exhibits.

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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.

Date: February 14, 2017

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EXHIBIT INDEX

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