arec_ex31
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN RESOURCES CORPORATION
Document Number P13000081579
The
undersigned, being the Chief Executive Officer and Director of
American Resources Corporation, a Florida corporation, hereby
certifies that the following Amendments to the Corporation’s
Articles of Incorporation have been adopted by the shareholders and
the Board of Directors of the Corporation via unanimous written
action without a meeting on January 28, 2020 with each director of
the Corporation waiving notice of the meeting.
Article
II of the Corporation’s Articles of Incorporation are hereby
amended and replaced with the following:
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
The
principal office and mailing address of the Corporation shall be
12115 Visionary Way, Suite 174, Fishers, Indiana 46038, or any
other office that is designated by the Chief Executive Officer of
the Corporation.
Article
IV of the Corporation’s Articles of Incorporation are hereby
amended and replaced with the following:
ARTICLE IV
CAPITAL STOCK
The
maximum number of shares of capital stock that this Corporation
shall be authorized to issue and have outstanding at any one time
shall be Two Hundred Sixty Million (260,000,000), of which (i) Two
Hundred Thirty Million (230,000,000) shares are designated as Class
A Common Stock, par value $0.0001 per share; and (ii) Thirty
Million (30,000,000) shares are authorized as “blank
check” preferred stock, of which of the “blank
check” preferred (a) One Hundred Thousand (100,000) preferred
shares are designated as Series A Convertible Preferred Stock, and
(b) Twenty Million (20,000,000) preferred shares are designated as
Series C Convertible Preferred Stock. Each class of capital stock
authorized by the Corporation shall have the following
designations:
The
Class A Common Stock shall be designated as follows:
1. Designation and Number of
Shares. The Class A Common Stock shall be designated
“Class A Common Stock”, par value $0.0001 per share,
and the number of shares constituting the authorized Class A Common
Stock shall be 230,000,000 shares. In the event of any combination
or division of the issued and outstanding shares of Class A Common
Stock, the number of authorized shares of such Class A Common Stock
shall remain the same as specified in these Articles of
Incorporation
2. Voting Rights. The holders of
Class A Common Stock shall be entitled to one vote per
share.
3. Dividends. Holders of Class A
Common Stock shall be entitled to dividends as shall be declared by
the Corporation's Board of Directors from time to
time.
[end
of Class A Common Stock]
The Series A Convertible
Preferred Stock shall be designated as follows:
1. Designation and Number of
Shares. The Series A Convertible Preferred Stock shall be
designated “Series A Convertible Preferred Stock”, par
value $0.0001 per share, and the number of authorized shares
constituting the Series A Convertible Preferred Stock shall be
100,000 shares.
2. Voting Rights. The holders of
Series A Convertible Preferred Stock shall be entitled to vote on
an “as-converted” basis for any matters that require
voting of the Class A Common Stock.
3. Cash Dividends. If the
Corporation, at any time while the Series A Convertible Preferred
Stock is outstanding, shall distribute or accrue to any or all
holders of Class A Common Stock a cash dividend, then in each such
case the Series A Convertible Preferred Stock shall receive its
proportional distribution or accrual of the cash dividend as if the
Series A Convertible Preferred Stock were converted to Class A
Common Stock (plus any Class A Common Stock equivalents that may be
entitled to receive a dividend) at the time of such distribution or
accrual of cash dividend to the holders of the Class A Common Stock
and/or Class A Common Stock equivalents.
4. Conversion to Class A Common
Stock. At the option and discretion of the holder(s) of the
Series A Convertible Preferred Stock, the sum of the 100,000 Series
A Convertible Preferred Stock shall be initially convertible into
Forty Percent (40.0%) of the outstanding amount of Class A Common
Stock plus common stock equivalents that are existing at the time
of the conversion (as adjusted as provided herein, the
“Conversion Ratio”), at any time and from time to time.
Should less than the full 100,000 Series A Convertible Preferred
Stock be converted to Class A Common Stock, the Conversion Ratio
will be proportionally reduced by the amount of Series A
Convertible Preferred so converted. There is no additional
consideration required to convert the Series A Convertible
Preferred Stock to Class A Common Stock. There is no expiration
date on the Series A Convertible Preferred Stock and the Series A
Convertible Preferred Stock is convertible to Class A Common Stock
on a cashless basis.
5. Liquidation. Upon any
liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, the Series A Convertible Preferred Stock
holder(s) shall be entitled to receive in preference to the holders
of the Class A Common Stock a per Series A Convertible Preferred
Stock share amount equal to $1.00 per share.
6. Pro Rata Distributions. If the
Corporation, at any time while the Series A Convertible Preferred
Stock is outstanding, shall distribute to any or all holders of
Class A Common Stock any evidences of its indebtedness, or any of
the Corporation’s assets whatsoever, or rights or warrants to
subscribe for or purchase any security (each and collectively a
“Distributed Asset”), then in each such case the Series
A Convertible Preferred Stock shall receive its proportional
distribution of the Distributed Asset as if the Series A
Convertible Preferred Stock were converted to Class A Common Stock
(plus any Class A Common Stock equivalents that may be entitled to
receive a Distributed Assets) at the time of such distribution to
the holders of the Class A Common Stock and/or Class A Common Stock
equivalents.
7. Stock Dividends and Stock
Splits. If the Corporation, at any time while the Series A
Convertible Preferred Stock is outstanding: (A) shall pay a stock
dividend or otherwise make a distribution or distributions on
shares of its Class A Common Stock or any other equity or equity
equivalent securities payable in shares of Class A Common Stock
(which, for avoidance of doubt, shall not include any shares of
Class A Common Stock issued by the Corporation pursuant to this
Series A Convertible Preferred Stock), (B) subdivide outstanding
shares of Class A Common Stock into a larger number of shares, (C)
combine (including by way of reverse stock split) outstanding
shares of Class A Common Stock into a smaller number of shares, or
(D) issue by reclassification of shares of the Class A Common Stock
any shares of capital stock of the Corporation, then the Conversion
Ratio shall be adjusted appropriately by the Corporation’s
Board of Directors. Any adjustment made shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the
case of a subdivision, combination or re
classification.
8. Capital Reorganization or
Reclassification. If the Class A Common Stock issuable upon
the conversion of the Series A Convertible Preferred Stock shall be
changed into the same or different number of shares of any class or
classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or
combination of shares or stock dividend), then in each such event,
the holder of each share of Series A Convertible Preferred Stock
shall have the right thereafter to convert such share into the kind
and amount of shares of stock and other securities and property
receivable upon such capital reorganization, reclassification, or
other change by holder of the number of shares of Class A Common
Stock into which such shares of Series A Convertible Preferred
Stock might have been converted immediately prior to such capital
reorganization, reclassification, or other change.
[end
of Series A Preferred Stock designations]
The
Series C Convertible Preferred Stock shall be designated as
follows:
1. Designation and
Number of Shares. The Series C Convertible Preferred Stock shall be
designated “Series C Convertible Preferred Stock”, par
value $0.0001 per share, and the number of authorized shares
constituting the Series C Convertible Preferred Stock shall be
20,000,000 shares.
2. Voting Rights. The holders of
Series C Convertible Preferred Stock shall not be entitled to
vote.
3. Cash Dividends. If the
Corporation, at any time while the Series C Convertible Preferred
Stock is outstanding, shall distribute or accrue to any or all
holders of Class A Common Stock a cash dividend, then in each such
case the Series C Convertible Preferred Stock shall receive its
proportional distribution or accrual of the cash dividend as if the
Series C Convertible Preferred Stock were converted to Class A
Common Stock (plus any Class A Common Stock equivalents that may be
entitled to receive a dividend) at the time of such distribution or
accrual of cash dividend to the holders of the Class A Common Stock
and/or Class A Common Stock equivalents.
4. Conversion to Class A Common
Stock. Each share of Series C Convertible Preferred Stock
shall be initially be convertible into one share of Class A Common
Stock of the Company (the “Conversion
Ratio”).
5. Liquidation. Upon any
liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, the Series C Convertible Preferred Stock
holder(s) shall be entitled to receive in preference to the holders
of the Class A Common Stock a per Series C Convertible Preferred
Stock share amount equal to $1.00 per share of Series C Convertible
Preferred Stock.
6. Pro Rata Distributions. If the
Corporation, at any time while the Series C Convertible Preferred
Stock is outstanding, shall distribute to any or all holders of
Class A Common Stock any evidences of its indebtedness, or any of
the Corporation’s assets whatsoever, or rights or warrants to
subscribe for or purchase any security (each and collectively a
“Distributed Asset”), then in each such case the Series
C Convertible Preferred Stock shall receive its proportional
distribution of the Distributed Asset as if the Series C
Convertible Preferred Stock were converted to Class A Common Stock
(plus any Class A Common Stock equivalents that may be entitled to
receive a Distributed Assets) at the time of such distribution to
the holders of the Class A Common Stock and/or Class A Common Stock
equivalents.
7. Stock Dividends and Stock
Splits. If the Corporation, at any time while the Series C
Convertible Preferred Stock is outstanding: (A) shall pay a stock
dividend or otherwise make a distribution or distributions on
shares of its Class A Common Stock or any other equity or equity
equivalent securities payable in shares of Class A Common Stock
(which, for avoidance of doubt, shall not include any shares of
Class A Common Stock issued by the Corporation pursuant to this
Series C Convertible Preferred Stock), (B) subdivide outstanding
shares of Class A Common Stock into a larger number of shares, (C)
combine (including by way of reverse stock split) outstanding
shares of Class A Common Stock into a smaller number of shares, or
(D) issue by reclassification of shares of the Class A Common Stock
any shares of capital stock of the Corporation, then the Conversion
Ratio shall be adjusted appropriately by the Corporation’s
Board of Directors. Any adjustment made shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the
case of a subdivision, combination or re
classification.
8. Capital Reorganization or
Reclassification. If the Class A Common Stock issuable upon
the conversion of the Series C Convertible Preferred Stock shall be
changed into the same or different number of shares of any class or
classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or
combination of shares or stock dividend), then in each such event,
the holder of each share of Series C Convertible Preferred Stock
shall have the right thereafter to convert such share into the kind
and amount of shares of stock and other securities and property
receivable upon such capital reorganization, reclassification, or
other change by holder of the number of shares of Class A Common
Stock into which such shares of Series C Convertible Preferred
Stock might have been converted immediately prior to such capital
reorganization, reclassification, or other change.
[end
of Series C Preferred Stock designations]
Article
VI of the Corporation’s Articles of Incorporation are hereby
amended and replaced with the following:
ARTICLE VI
REGISTERED AGENT AND REGISTERED OFFICE IN FLORIDA
The
Registered Agent and the street address of the Registered Office of
this Corporation in the State of Florida shall be:
Clifford J. Hunt,
Esquire
Law
Office of Clifford J. Hunt, P.A.
8200
Seminole Boulevard
Seminole, Florida
33772
or any
other registered agent that is designated by the Chief Executive
Officer of the Corporation.
The
amendment was adopted by the shareholders and approved by the Board
of Directors. The number of shareholder votes cast for the
amendment was sufficient for approval.
In all
other respects, the Articles of Incorporation shall remain as they
were prior to this Amendment being adopted.
Date: January 28, 2020
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AMERICAN
RESOURCES CORPORATION |
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By:
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/s/ Mark C.
Jensen
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Mark C.
Jensen
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Chief Executive
Officer, Director
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ACKNOWLEDGMENT
Having
been named to accept service of process for the above-stated
Corporation, at the place designated in these articles of
incorporation, I hereby accept to act in this capacity, and agree
to comply with the provisions of Section 607.0501 of the Florida
Statutes relative to keeping open said office.
/s/
Clifford J.
Hunt
Clifford J. Hunt,
Esquire