American Clean Resources Group, Inc. 8-K

What Happened
American Clean Resources Group, Inc. (ACRG) filed an 8‑K (Item 3.02) reporting that on December 31, 2025 it issued 1,644,906 shares of common stock to Granite Peak Resources, LLC (GPR). The shares were issued to convert and cancel approximately $1,727,152 of outstanding indebtedness under the company’s line of credit with GPR at an implied conversion price of about $1.05 per share. The issuance was made without registration under the Securities Act in reliance on Section 4(a)(2) and/or Regulation D.

Key Details

• Shares issued: 1,644,906 common shares.
• Debt cancelled: approximately $1,727,152 of indebtedness under ACRG’s line of credit with GPR.
• Implied conversion price: ~ $1.05 per share.
• Securities treatment: Shares were issued in an unregistered transaction relying on exemptions; GPR represented it is an accredited investor and not acquiring the shares for distribution.

Why It Matters
This transaction reduced ACRG’s outstanding debt by converting it into equity, improving near‑term cash obligations but increasing the company’s share count. Existing shareholders may experience dilution due to the addition of 1.64 million shares. The shares are unregistered and subject to resale restrictions until registered or another exemption applies. Investors should consider the impact on capitalization and monitor future filings for any registration or further financing activity.