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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 19, 2026
AMERICAN CLEAN RESOURCES GROUP,
INC.
(Exact Name of Registrant as Specified
in Charter)
| Nevada |
|
000-14319 |
|
84-0991764 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
12567 West Cedar Drive, Suite 104,
Lakewood, CO
80228-2039
(Address of principal executive offices)
1.720.458.1124
(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:
| ☐ |
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 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock $0.001 par value |
|
ACRG |
|
OTC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, 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 Act. ☐
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2026, American Clean Resources
Group, Inc. (the “Company”) terminated Luke McPherson as Chief Financial Officer, effective immediately. On the same date,
the Company’s Board of Directors (the “Board”) appointed Tawana Bain, the Company’s Chief Executive Officer, to
serve additionally as Interim Principal Financial Officer and Interim Principal Accounting Officer, without additional compensation.
The biographical information concerning
Ms. Bain set forth in Part III, Item 10 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 31, 2026, is incorporated herein by reference.
Effective October 19, 2026, the Board
appointed Anthony Evers as the Company’s Fractional Chief Financial Officer, Principal Financial Officer and Principal Accounting
Officer. Upon his appointment, Ms. Bain ceased serving as Interim Principal Financial Officer and Interim Principal Accounting Officer.
Mr. Evers previously served as Chief Financial
Officer and Chief Operating Officer of SurgePays, Inc., a telecommunications and financial technology company, beginning in 2020. Following
the conclusion of his employment on December 31, 2025, Mr. Evers provided consulting services to SurgePays through June 30, 2026, including
financial reporting, SEC filings, and transition assistance.
In connection with his appointment, the Company
entered into a consulting agreement (the “Consulting Agreement”) with Satevers II LLC, pursuant to which Mr. Evers will provide
services at $250 per hour, subject to a maximum of 60 billable hours per month. Beginning on the 91st day of the engagement, the hourly
rate will increase to $275, subject to the same monthly limitation, unless the parties agree to a fixed monthly retainer before that date.
A copy of the Consulting Agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending
December 31, 2026.
There are no family relationships between
Mr. Evers and any director or executive officer of the Company. There is no arrangement or understanding between Mr. Evers and any other
person pursuant to which he was selected as an officer. Other than the Consulting Agreement, Mr. Evers has no direct or indirect material
interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
SIGNATURE
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 CLEAN RESOURCES GROUP, INC. |
| |
|
|
| Date: October 19, 2026 |
By: |
/s/ Tawana Bain |
| |
|
Tawana Bain |
| |
|
Chief Executive Officer |
