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  4. [8-K] American Resources Corp Reports Material Event

American Resources (NASDAQ: AREC) auditor exits as 2025 opinion is withdrawn and UHY hired

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

American Resources Corporation replaced its independent auditor following developments around its 2025 financial statements. On June 30, 2026, the Audit Committee dismissed GreenGrowth CPA’s as independent registered public accounting firm. GreenGrowth’s prior report on the consolidated financial statements for the year ended December 31, 2025 contained no adverse opinion, disclaimer, or qualifications, and the company reports there were no disagreements on accounting principles, disclosure, or audit procedures, and no reportable events beyond previously disclosed material weaknesses in internal control over financial reporting.

On July 11, 2026, the Audit Committee approved the appointment of UHY LLP as the new independent public accounting firm. Separately, on July 3, 2026, the Audit Committee was notified that GreenGrowth was withdrawing its opinion on the December 31, 2025 financial statements, and UHY has been engaged to perform an audit and provide an opinion on the company’s December 31, 2025 Form 10-K and financial statements.

Positive

  • None.

Negative

  • GreenGrowth’s withdrawal of its audit opinion on the December 31, 2025 financial statements is a materially negative governance and reporting development, prompting the need for a new audit and fresh opinion.
  • The company highlights previously identified material weaknesses in internal control over financial reporting, which remain a significant issue for the reliability of financial reporting.
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 the dismissal of GreenGrowth CPA’s
Fiscal year end December 31, 2025 Year-end for the consolidated financial statements whose audit opinion was withdrawn
Opinion withdrawal notice date July 3, 2026 Date the Audit Committee was notified GreenGrowth was withdrawing its 2025 opinion
New auditor appointment date July 11, 2026 Date UHY LLP was approved as the new independent public accounting firm
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.
material weaknesses in its internal control over financial reporting financial
"except for the identified material weaknesses in its internal control over financial reporting"
reportable events regulatory
"there have been no “reportable events” (as defined in Item 304(a)(1)(iv)"
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.
Audit Committee regulatory
"On June 30, 2026, the Audit Committee of the Board of Directors"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Form 10-K regulatory
"provide an opinion on the Company’s December 31, 2025 Form 10-K and Financial Statements"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

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FAQ

What auditor change did American Resources (AREC) disclose?
American Resources’ Audit Committee dismissed GreenGrowth CPA’s as its independent registered public accounting firm on June 30, 2026 and, on July 11, 2026, approved the appointment of UHY LLP as the new independent public accounting firm.

Did American Resources (AREC) report disagreements with its former auditor?
The company states there were no disagreements with GreenGrowth during the year ended December 31, 2025 and through June 30, 2026 on accounting principles, financial statement disclosure, or audit scope or procedure, other than previously disclosed internal control material weaknesses.

What did American Resources (AREC) disclose about its 2025 audit opinion?
On July 3, 2026, the Audit Committee was notified that GreenGrowth was withdrawing its opinion on the company’s December 31, 2025 financial statements, triggering the need for a new audit and opinion for that fiscal year.

What is UHY LLP’s role for American Resources (AREC)?
UHY LLP has been engaged as independent public accounting firm and will audit and provide an opinion on American Resources’ December 31, 2025 Form 10-K and financial statements, replacing the withdrawn opinion previously issued by GreenGrowth.

What internal control issues did American Resources (AREC) reference?
The company notes previously disclosed material weaknesses in its internal control over financial reporting, identified in its Annual Report, as the only reportable events during the 2025 fiscal year and through June 30, 2026.

  

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): 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. ☐

 

 

 

  

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 July 3, 2026, the Company’s Audit Committee was notified that GreenGrowth was withdrawing their opinion on the December 31, 2025.  

 

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 24, 2026

By:/s/ Mark C. Jensen 

 

 

Mark C. Jensen 
  Chief Executive Officer 

 

 

3

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Other Documents