[8-K] American Resources Corp Reports Material Event

Rhea-AI Filing Summary

American Resources Corporation reported that Nasdaq notified the company on January 13, 2026 that it is not in compliance with Nasdaq Listing Rule 5620(a), which requires an annual shareholder meeting within twelve months of the fiscal year end. The company did not hold an annual meeting within twelve months of its fiscal year ended December 31, 2024.

The notice does not immediately affect the listing or trading of American Resources’ common stock on The Nasdaq Capital Market. The company has 45 days, until February 27, 2026, to submit a compliance plan, and Nasdaq may grant an exception extending to June 29, 2026 to hold the meeting.

American Resources describes the delay as administrative, notes there were no disagreements among shareholders or the board, and states it has begun the process to convene the annual meeting. The company expects to execute its plan under Nasdaq Listing Rule 5810(c)(2)(G) and regain full compliance after the annual meeting.

Insights

Equity & Listing Standards Analyst

Nasdaq noncompliance notice adds listing risk but appears addressable.

American Resources Corporation received a Nasdaq notice on January 13, 2026 for failing to comply with Listing Rule 5620(a), which requires an annual shareholder meeting within twelve months of its fiscal year end. The company did not hold a meeting within twelve months of its fiscal year ended December 31, 2024, triggering this deficiency.

The notice currently has no immediate effect on trading of the company’s common stock on The Nasdaq Capital Market. Nasdaq has given the company 45 days, until February 27, 2026, to submit a plan to regain compliance, and may grant up to an additional 180 days from the December 31, 2025 fiscal year end—until June 29, 2026—to actually hold the annual meeting if it accepts the plan.

The company characterizes the delay as administrative and not due to disagreements among shareholders or the board, and states it has begun the process to convene the meeting, does not anticipate difficulty executing its plan, and expects to regain full compliance after the annual meeting. Actual impact will depend on successfully scheduling and holding the meeting within any exception period granted by Nasdaq.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 13, 2026

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On January 13, 2026, American Resources Corporation (“AREC” or the “Company”) received a letter from Nasdaq Regulation (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of their fiscal year. The Company did not hold an annual meeting of shareholders within twelve months of its fiscal year ended December 31, 2024.

The notice of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. Pursuant to the Nasdaq Listing Rules, the Company has 45 calendar days, or until February 27, 2026, to submit a plan to regain compliance, which must include the scheduling and timing of its annual meeting of shareholders. If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the Company’s fiscal year end of December 31, 2025, or until June 29, 2026, for the Company to regain compliance.

The delay in convening the annual meeting was administrative in nature and was not the result of any disagreement among shareholders or the Board of Directors. The Company has submitted, or intends to submit, its plan to Nasdaq and has commenced the process to convene its annual meeting of shareholders. The Company is committed to executing its compliance plan in accordance with Nasdaq Listing Rule 5810(c)(2)(G) and expects to hold its annual meeting within the timeframe permitted under any exception granted by Nasdaq. The Company does not anticipate any difficulty in satisfying the requirements of its compliance plan and expects to regain full compliance with Nasdaq Listing Rule 5620(a) following the annual meeting.

Item 9.01.1.  Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description
99.1		Notification Letter from Nasdaq dated January 13, 2026

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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.

	American Resources Corporation
Date: January 16, 2026	By:	/s/ Mark C. Jensen
		Mark C. Jensen
		Executive Chairman

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