8-K: American Resources Changes Auditor Amid Going Concern Note

American Resources Corporation has dismissed GBQ Partners LLC and appointed GreenGrowth CPAs as its new independent accounting firm, effective November 21, 2025, following prior disclosures of a going concern issue and material weaknesses in internal controls.

Summary

• American Resources Corporation's Audit Committee dismissed GBQ Partners LLC as its independent registered public accounting firm on November 21, 2025.
• GBQ Partners LLC's reports for fiscal years ended December 31, 2023, and December 31, 2024, included an explanatory paragraph regarding the Company's ability to continue as a going concern.
• GBQ Partners LLC's reports did not contain an adverse opinion, disclaimer of opinion, or qualifications/modifications regarding uncertainty, audit scope, or accounting principles, other than the going concern paragraph.
• No disagreements on accounting principles, practices, financial statement disclosure, or auditing scope/procedure occurred with GBQ Partners LLC during the specified periods.
• The Company previously disclosed material weaknesses in its internal control over financial reporting in its Annual Report.
• The Audit Committee appointed GreenGrowth CPAs as the new independent public accounting firm, effective immediately on November 21, 2025.
• Neither the Company nor anyone on its behalf consulted GreenGrowth CPAs on accounting principles or audit opinions prior to their engagement.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the explicit mention of a 'going concern' issue and 'material weaknesses in internal control over financial reporting,' which are significant red flags for investors. While there were no disagreements with the former auditor, the underlying issues remain concerning.

Positives

• No disagreements on accounting principles, practices, financial statement disclosure, or auditing scope/procedure were reported with the dismissed auditor, GBQ Partners LLC.
• The dismissed auditor's reports did not contain an adverse opinion or a disclaimer of opinion.

Negatives

• GBQ Partners LLC's audit reports for fiscal years ended December 31, 2023, and December 31, 2024, included an explanatory paragraph related to the Company's ability to continue as a going concern.
• The Company previously identified and disclosed material weaknesses in its internal control over financial reporting.

Risks

• The Company's ability to continue as a going concern, as noted in the explanatory paragraph of previous audit reports.
• Identified material weaknesses in internal control over financial reporting.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding future financial performance or operational plans, beyond the immediate change in accounting firm.

Management Comments

• Mark C. Jensen, Chief Executive Officer, signed the report on behalf of American Resources Corporation.

Industry Context

Changes in independent registered public accounting firms are common, but when accompanied by disclosures of 'going concern' issues and 'material weaknesses in internal control over financial reporting,' they often signal heightened scrutiny and potential operational or financial challenges for the company. Such changes can impact investor confidence and regulatory perception, especially if the new firm is less established or specialized in public company audits.

Corporate Governance

Stakeholder Impact

• Shareholders may experience decreased confidence due to the 'going concern' issue and 'material weaknesses in internal control over financial reporting,' potentially impacting share price.
• Creditors may view the company with increased caution given the 'going concern' disclosure, potentially affecting future financing terms.
• Regulatory bodies will likely maintain heightened scrutiny given the disclosed internal control weaknesses and the change in auditor.

Next Steps

• GreenGrowth CPAs will serve as the new independent public accounting firm, effective immediately.
• GBQ Partners LLC has provided a letter to the SEC confirming agreement with the Company's statements regarding their dismissal.

Key Dates

Recommendation

The filing reveals critical red flags for investors: a 'going concern' explanatory paragraph from the previous auditor and acknowledged 'material weaknesses in internal control over financial reporting.' These issues indicate significant financial instability and control deficiencies. While the company changed auditors without reported disagreements, the underlying problems persist and suggest a high level of risk. A seasoned investor would likely view this as a strong signal to exit or avoid the stock until these fundamental issues are demonstrably resolved and sustained financial health is established.

Keywords

American Resources Corporation, AREC, Auditor Change, GBQ Partners LLC, GreenGrowth CPAs, SEC Filing, 8-K, Going Concern, Material Weakness, Internal Control, Public Accounting Firm