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American Resources (NASDAQ: AREC) changes auditor, 2025 results re-audited

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

American Resources Corporation reports an amended timeline around the change of its independent auditor and the status of its 2025 financial statements. On June 30, 2026, the Audit Committee dismissed GreenGrowth CPAs as the independent registered public accounting firm. GreenGrowth’s report on the fiscal year ended December 31, 2025 contained no adverse opinion, disclaimer, or qualification, and the company cites no disagreements or reportable events other than previously disclosed material weaknesses in internal control over financial reporting.

On July 11, 2026, the Audit Committee appointed UHY LLP as the new independent public accounting firm, engaged to audit the December 31, 2025 financial statements and the 2026 quarterly periods, including issuing a new opinion on the 2025 Form 10-K. After a July 3, 2026 letter from GreenGrowth indicating an intention to withdraw its opinion without additional responses, GreenGrowth’s audit opinion on the December 31, 2025 financial statements was deemed not to be relied upon as of July 13, 2026, and UHY has been engaged to perform a new audit of those periods.

Positive

  • None.

Negative

  • GreenGrowth’s prior audit opinion on the December 31, 2025 financial statements is now stated as not to be relied upon, pending a re-audit by UHY LLP.
  • The company reiterates previously disclosed material weaknesses in internal control over financial reporting as the only reportable events associated with the former auditor.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance
Previously issued financial statements should no longer be relied upon due to errors or restatements.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor dismissal date June 30, 2026 Date the Audit Committee approved dismissal of GreenGrowth as independent registered public accounting firm
New auditor appointment date July 11, 2026 Date the Audit Committee appointed UHY LLP as new independent public accounting firm
Non-reliance effective date July 13, 2026 Date GreenGrowth’s opinion on December 31, 2025 financial statements was deemed not to be relied upon
Affected fiscal year-end December 31, 2025 Year-end of financial statements subject to non-reliance and re-audit by UHY LLP
independent registered public accounting firm regulatory
"approved the dismissal of GreenGrowth CPA’s as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
material weaknesses in its internal control over financial reporting financial
"except for the identified material weaknesses in its internal control over financial reporting"
non-reliance on previously issued financial statements regulatory
"Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or"

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FAQ

What auditor change did American Resources Corporation (AREC) disclose in this 8-K/A?
American Resources’ Audit Committee dismissed GreenGrowth CPAs on June 30, 2026 and appointed UHY LLP on July 11, 2026 as its new independent public accounting firm. UHY is engaged to audit the December 31, 2025 financial statements and the 2026 quarterly periods.

Why are AREC’s December 31, 2025 financial statements affected by this amendment?
The company states GreenGrowth’s prior opinion on the December 31, 2025 financial statements is not to be relied upon as of July 13, 2026. UHY LLP has been engaged to perform a new audit and issue a fresh opinion on those 2025 financial statements.

Did AREC report any disagreements with GreenGrowth CPAs in this 8-K/A?
AREC reports no disagreements with GreenGrowth on accounting principles, financial statement disclosure, or audit scope during 2025 through June 30, 2026. It also reports no “reportable events” other than previously identified material weaknesses in internal control over financial reporting described in its Annual Report.

When did AREC appoint UHY LLP as its new independent auditor?
The Audit Committee appointed UHY LLP on July 11, 2026 as American Resources’ new independent public accounting firm. The engagement covers auditing the December 31, 2025 financial statements and quarterly periods during 2026, including issuing a new opinion on the 2025 Form 10-K.

What material weaknesses does AREC reference in this 8-K/A filing?
The company references material weaknesses in its internal control over financial reporting that were previously disclosed in its Annual Report. These material weaknesses are noted as the only “reportable events” associated with GreenGrowth under the relevant Regulation S-K disclosure items.

Did AREC consult UHY LLP before formally engaging it as auditor?
AREC states that during its two most recent fiscal years and any interim period before engagement, neither it nor anyone on its behalf consulted UHY LLP on accounting principles, proposed transactions, or potential audit opinions, nor on any matters involving disagreements or reportable events.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest event Reported): June 30, 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

 

Trading

Symbol(s)

 

 

Name of each exchange

on which registered

Class A Common

 

AREC

 

NASDAQ Capital Market

Warrant

 

ARECW

 

NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ☐

 

 

 

 

EXPLANATORY NOTE

 

American Resources Corporation (“The Company”) previously filed an Item 4.01 and 4.02 8K on July 24, 2026. This Amendment No. 1 clarifies and expands the timeline of the required events.

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm

 

On June 30, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of American Resources Corporation (or the “Company”) approved the dismissal of GreenGrowth CPA’s (“GreenGrowth”) as the Company’s independent registered public accounting firm.

 

The report of GreenGrowth on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the fiscal years ended December 31, 2025, and through the date of termination, June 30, 2026, there were no “disagreements” with GreenGrowth on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of GreenGrowth would have caused GreenGrowth to make reference thereto in its reports on the consolidated financial statement for such year. During the fiscal year ended December 31, 2025, and through June 30, 2026, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report.

 

(b) Newly Engaged Independent Registered Public Accounting Firm

 

On July 11, 2026, the Audit Committee approved the appointment of UHY LLP (“UHY”) as the Company’s new independent public accounting firm, effective immediately. During the Company’s two most recent fiscal years, and any subsequent interim period prior to engaging UHY, neither the Company, nor anyone on its behalf, consulted UHY regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by UHY that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On June 30, 2026, the Company notified GreenGrowth that they were terminated and that the Company had the intent to engage UHY to perform the functions of the Independent Accountant. 

 

On July 3, 2026, the Company’s Audit Committee was sent a letter notifying that GreenGrowth would be withdrawing their opinion on the December 31, 2025 financial statements by July 13, 2026 if additional responses were not received related to the March 31, 2026 quarterly procedures.

 

GreenGrowth refused to perform standard predecessor auditor processes.

 

On July 11, 2026, the Audit Committee approved the appointment of UHY as the Company’s new independent public accounting firm to perform the audit of the December 31, 2025 financial statements and the quarterly periods during 2026.

 

On July 13, 2026, GreenGrowth’s opinion was deemed not to be relied upon based on their previously sent letter.

 

Since at this point, the audit committee had appointed UHY to re-audit the Company’s December 31, 2025 Form 10-K and Financial Statements the Company was not obligation to respond to any further quarterly review comments from GreenGrowth.

 

The company’s engagement with UHY also includes providing an audit to provide an opinion on the Company’s December 31, 2025 Form 10-K and Financial Statements.

 

Item 9.01. Financial Statements and Exhibits.

 

None

 

 

2

 

 

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 29, 2026

By:/s/ Mark C. Jensen 

 

 

Mark C. Jensen 
  Chief Executive Officer 

 

 

3

 

Source: View Original Filing on SEC EDGAR

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