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): ~~November~~January 2113, ~~2025~~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~~Item ~~registered~~3.01 ~~pursuant~~Notice of Delisting or Failure to ~~Section~~Satisfy ~~12(b)~~a ofContinued ~~the~~Listing ~~Act:~~Rule or Standard

~~Title~~On ofJanuary ~~each~~13, ~~class~~2026, ~~Trading~~American ~~Symbol~~Resources Corporation (s“AREC” or the “Company”) ~~Name~~received ofa ~~each~~letter ~~exchange~~from onNasdaq Regulation (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5620(a), which ~~registered~~requires ~~Class~~listed Acompanies ~~Common~~to ~~AREC~~hold ~~NASDAQ~~an ~~Capital~~annual ~~Market~~meeting ~~Warrant~~of ~~ARECW~~shareholders ~~NASDAQ~~within ~~Capital~~twelve ~~Market~~months of the end of their fiscal year. The Company did not hold an annual meeting of shareholders within twelve months of its fiscal year ended December 31, 2024.

~~Indicate~~The bynotice ~~check~~of ~~mark~~noncompliance ~~whether~~has no immediate effect on the ~~registrant~~listing isor antrading ~~emerging~~of ~~growth~~the ~~company~~Company’s ascommon ~~defined~~stock inon ~~Rule~~The ~~405~~Nasdaq ofCapital Market. Pursuant to the ~~Securities~~Nasdaq ~~Act~~Listing Rules, the Company has 45 calendar days, or until February 27, 2026, to submit a plan to regain compliance, which must include the scheduling and timing of ~~1933~~its ~~(17~~annual ~~CFR~~meeting ~~§230~~of shareholders.~~405)~~ orIf ~~Rule~~Nasdaq ~~12b-2~~accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the ~~Securities~~Company’s ~~Exchange~~fiscal ~~Act~~year end of ~~1934~~December ~~(17~~31, ~~CFR~~2025, ~~§240~~or until June 29, 2026, for the Company to regain compliance.~~12b-2).~~

~~Emerging~~The ~~growth~~delay ~~company~~in ☐convening the annual meeting was administrative in nature and was not the result of any disagreement among shareholders or the Board of Directors. The Company has submitted, or intends to submit, its plan to Nasdaq and has commenced the process to convene its annual meeting of shareholders. The Company is committed to executing its compliance plan in accordance with Nasdaq Listing Rule 5810(c)(2)(G) and expects to hold its annual meeting within the timeframe permitted under any exception granted by Nasdaq. The Company does not anticipate any difficulty in satisfying the requirements of its compliance plan and expects to regain full compliance with Nasdaq Listing Rule 5620(a) following the annual meeting.

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 November 21, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of American Resources Corporation (or the “Company”) approved the dismissal of GBQ Partners LLC (“GBQ”) as the Company’s independent registered public accounting firm.

The reports of GBQ on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2023 and December 31, 2024, and through the date of termination, November 21, 2025, there were no “disagreements” with GBQ 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 GBQ would have caused GBQ to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended December 31, 2023 and December 31, 2024 and through November 21, 2025, 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.

The Company provided GBQ with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested GBQ furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not GBQ agrees with the statements related to them made by the Company in this report. A copy of GBQ’s letter dated November 21, 2025 is attached as Exhibit 16.1 to this report.

(b) Newly Engaged Independent Registered Public Accounting Firm

On November 21, 2025, the Audit Committee approved the appointment of GreenGrowth CPAs (“GreenGrowth”) 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 GreenGrowth, neither the Company, nor anyone on its behalf, consulted GreenGrowth 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 GreenGrowth 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 9.01.1. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description
16.1		Letter Dated November 21, 2025 from GBQ Partners LLC
99.1		Notification Letter from Nasdaq dated January 13, 2026

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: November 21, 2025	By:	/s/ Mark C. Jensen
Date: January 16, 2026	By:	/s/ Mark C. Jensen
		Mark C. Jensen Chief Executive Officer
		Mark C. Jensen
		Executive Chairman

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