American Resources (AREC) details EMCO’s planned $3–$20M convertible preferred capital raise

Rhea-AI Filing Summary

American Resources Corporation filed a current report describing a potential private capital raise by its wholly owned subsidiary, Electrified Materials Corporation (EMCO), to support EMCO’s expansion efforts. EMCO may raise between $3 million and $20 million through issuing convertible preferred stock.

The preferred shares are expected to be mandatorily convertible if EMCO completes a transaction or related transactions that result in its securities being listed on a national securities exchange and EMCO becoming subject to periodic reporting under the Securities Exchange Act of 1934.

Insights

Capital structure and corporate finance analyst

AREC outlines a potential $3–$20M convertible preferred raise at its EMCO subsidiary.

American Resources Corporation indicates that subsidiary EMCO may pursue a private capital raise of between $3 million and $20 million in convertible preferred stock to fund expansion. This structure introduces an equity-linked financing option at the subsidiary level rather than at the parent.

The preferred shares would be mandatorily convertible if EMCO’s securities are listed on a national securities exchange and EMCO becomes subject to periodic reporting under the Exchange Act. That ties conversion mechanics directly to a potential future listing or similar transaction for EMCO.

This framework signals planning for scalable growth capital at EMCO with conversion conditioned on a listing event, but actual impact will depend on whether EMCO completes the private raise and any qualifying transaction that triggers conversion, which are not specified in the excerpt.

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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): March __, 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 7.01 Regulation FD Disclosure

As previously disclosed, Electrified Materials Corporation (“EMCO”), a wholly-owned subsidiary of American Resources Corporation (the “Registrant”) may undertake a private capital raise to support its expansion efforts. Such capital raise is expected to be in the range of $3 - $20 million and be in the form of convertible preferred stock with such shares to be mandatorily convertible if EMCO undertakes a transaction or series of related transactions pursuant to which EMCO’s securities become listed on a national securities exchange and EMCO becomes subject

to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description
104		Cover Page Interactive Data File

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: March ___, 2026	By:	/s/ Mark C. Jensen
		Mark C. Jensen
		Executive Chairman

3

FAQ

What capital raise is American Resources Corporation (AREC) considering for EMCO?

American Resources’ subsidiary EMCO may undertake a private capital raise between $3 million and $20 million. The funding would come from issuing convertible preferred stock to support EMCO’s expansion efforts, according to the disclosed current report.

What type of securities might EMCO issue in the potential AREC capital raise?

EMCO is expected to issue convertible preferred stock in the contemplated private capital raise. These preferred shares would later convert into another class of EMCO securities if specific listing and reporting conditions are met under the Securities Exchange Act of 1934.

When would EMCO’s convertible preferred stock become mandatorily convertible?

The convertible preferred stock would be mandatorily convertible if EMCO completes a transaction or series of related transactions that result in its securities being listed on a national securities exchange and EMCO becoming subject to periodic Exchange Act reporting requirements.

What is the purpose of the potential EMCO capital raise disclosed by AREC?

The contemplated private capital raise by EMCO is intended to support its expansion efforts. By raising $3 million to $20 million through convertible preferred stock, EMCO aims to secure growth capital while linking conversion to a future national exchange listing event.

Does the AREC filing state that EMCO’s capital raise is definitive?

The filing states that EMCO “may undertake” a private capital raise, indicating it is a contemplated transaction rather than a completed or definitive financing. Terms such as the $3–$20 million range and convertible preferred structure are described as expectations.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB