Attached files
| file | filename |
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| EX-99.2 - NOVUSTERRA STOCK ACQUISITION AGREEMENT - American Resources Corp | arc_ex992.htm |
| EX-99.3 - NOTICE OF CONVERSION - American Resources Corp | arc_ex993.htm |
| EX-99.1 - GRAPHENE DEVELOPMENT AGREEMENT - American Resources Corp | arc_ex991.htm |
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): March 31,
2021
AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
(State
or other jurisdiction
of
incorporation)
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000-55456
(Commission
File
Number)
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46-3914127
(I.R.S.
Employer
Identification
No.)
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12115
Visionary Way, Suite 174, Fishers Indiana, 46038
(Address
of principal executive offices)
(606)
637-3740
(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
1.01
Entry into a Material Definitive Agreement.
On
March 31, 2021, American Resources Corporation (“American
Resources” or the “Company”) entered into a
sublicense and development agreement and a stock acquisition
agreement (collectively the “Agreements”) with
Novusterra Inc. (“Novusterra”) related to certain
patents and technologies held by American Resources related to the
development, production and commercialization of graphene (the
“Graphene Technologies”). Pursuant to the Agreements,
American Resources will receive 50% of the positive operating
income of Novusterra from the manufacturing and sales of Graphene.
Additionally, American Resources will receive 10,000,000 shares of
Novusterra Class B, no par value, Common Shares and 5,700,000
Novusterra Class A, no par value, Common Shares which collectively
represent 50.0% ownership and 87.5% voting rights of Novusterra as
of March 31, 2021.
The
Novusterra shares issued to American Resources are not registered
and will not be registered in connection with the Agreements under
the Securities Act of 1933, as amended (the “Securities
Act”), or any state’s securities laws, on the grounds
that the transaction in which the New Company Shares are to be
issued qualifies for applicable exemptions from the securities
registration requirements of such statutes. The exemptions being
claimed include, but are not necessarily limited to, those
available under Section 4(a)(2) of the Securities Act and the
reliance by the Novusterra upon the exemptions from the securities
registration requirements of the federal and state securities laws,
is predicated in part on the representations, understandings and
covenants set forth in the Agreements.
Subsequent
to the Agreements, American Resources agreed to and executed a
Notice of Conversion to convert all of the 10,000,000 shares of
Novusterra Class B Common Stock it owns into 10,000,000 shares of
Novusterra’s Class A Common Stock. Concurrent to the
execution of the Notice of Conversion, Novusterra agreed to cancel
the Class B Common Stock.
Item 9.01
Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
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ExhibitNo.
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Description
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Graphene Development
Agreement
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Novusterra Stock Acquisition
Agreement
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Notice of
Conversion
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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.
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American Resources
Corporation
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Date: April 5,
2021
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By:
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/s/ Mark C.
Jensen
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Mark C.
Jensen
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Chief Executive
Officer
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