What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-10-24 compared with 2025-06-02 · 202 added, 116 removed, 1617 unchanged (16% of the section changed)

405 unchanged sentences

resulting in the Company to receive 9% of future cash flows and holding 1,417,500 common shares of Novusterra, Inc.

Due to the Company new ownership in Novusterra, Inc.

Due to the Company’s new ownership in Novusterra, Inc.

the investment is accounted for using the cost method of accounting.

32 unchanged sentences

Audit related fees – BF Borgers, PC

All other fees

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years.

3 unchanged sentences

The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Pre-Approval Policy

111 unchanged sentences

Principal Executive Officer,

October 24, 2025

Chief Executive Officer, Chairman of the Board of Directors

1 unchanged sentence

Principal Executive Officer,

October 24, 2025

Chief Executive Officer, Chairman of the Board of Directors

Principal Financial Officer, Chief Financial Officer

October 24, 2025

/s/ Thomas M.

Director, President

October 24, 2025

/s/ Josh Hawes

October 24, 2025

/s/ Gerardine Botte

October 24, 2025

Gerardine Botte, PHD

/s/ Courtenay O.

October 24, 2025

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

18 unchanged sentences

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of America.

Restatement of the Consolidated Financial Statements

As discussed in the Prior Restatement section of Note A to the consolidated the financial statements, the accompanying 2023 consolidated financial statements have been restated to correct for misstatements.

The Prior Restatement section of Note A to the consolidated financial statements was included in the Company’s initial filing of the 2024 Form 10-K.

Going Concern Uncertainty

24 unchanged sentences

Columbus, Ohio

October 24, 2025

We have served as the Company's auditor since 2024.

AMERICAN RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS (Restated)

(As Restated)

Current assets:

1 unchanged sentence

Restricted cash - current

Restricted investment

Restricted investments - current

Short-term investments

5 unchanged sentences

Restricted cash

Restricted investment

Property and Equipment, net

11 unchanged sentences

Accrued expenses

Accrued litigation settlements

Accrued litigation settlement

Accrued interest

10 unchanged sentences

Bond payable, net

Convertible promissory note

Convertible promissory note - related party

4 unchanged sentences

Total liabilities

Commitments and contingencies (Note 10)

Stockholders' deficit:

20 unchanged sentences

For the years ended

(As Restated)

Metal recovery and sales

13 unchanged sentences

Net loss from operations

( 32,231,128 )

( 36,375,202 )

Other income (expense)

Losses from equity method investees, net

Other income, net

Earnings from equity method investees

Other income and (expense)

Interest income

5 unchanged sentences

( 2,349,761 )

( 39,338,806 )

( 38,724,963 )

Non-controlling interest

7 unchanged sentences

STATEMENT OF STOCKHOLDERS’ DEFICIT

DECEMBER 31, 2024 AND 2023

Balance as of December 31, 2022

FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

Balance as of December 31, 2022 (As Restated)

$ 168,099,637

6 unchanged sentences

Issuance of common shares for consulting services

Net loss, as restated

( 38,527,408 )

1 unchanged sentence

( 38,724,963 )

Balance as of December 31, 2023

Balance as of December 31, 2023 (As Restated)

$ 181,753,261

15 unchanged sentences

Common stock issued to settle accounts payable and accrued expenses

Net loss, as restated

( 39,250,992 )

1 unchanged sentence

( 39,338,806 )

Balance as of December 31, 2024

Balance as of December 31, 2024 (As restated)

( 265,905,115 )

6 unchanged sentences

For the years ended

(As Restated)

Cash Flows from Operating activities:

1 unchanged sentence

$ ( 38,724,963 )

Adjustments to reconcile net income (loss) to net cash

Noncash stock based compensation expense

Adjustments to reconcile net loss to net cash

Stock-based compensation expense

Depreciation expense

1 unchanged sentence

Accretion expense

Amortization of right-to-use assets - related party

Amortization of finance right-to-use assets - related party

Amortization of issuance costs and debt discount

17 unchanged sentences

Other current liabilities

Accrued interest on finance lease liability - related party

Operating lease assets and liabilities, net

7 unchanged sentences

( 3,616,866 )

Repayment on current portion of long term debt

Proceeds from sale of equipment

Proceeds from short-term investments, net

Purchase of investments, net

Restricted investments purchased

( 151,253,539 )

Cash (used in) provided by investing activities

( 30,297,202 )

Restricted investments sold

Cash used in investing activities

( 125,400,361 )

( 31,743,043 )

Cash Flows from Financing activities:

Proceeds from tax exempt bonds, net

Proceeds from convertible promissory note

Proceeds from convertible promissory note - related party

2 unchanged sentences

Cash received from warrant conversions

Proceeds from current portion of long-term debt

Repayment on current portion of long-term debt

( 1,158,428 )

Repayments of other financing obligation

1 unchanged sentence

( 6,083,386 )

Cash provided by (used in) financing activities

Increase (decrease) in cash

Cash provided by financing activities

Decrease in cash

( 5,913,269 )

Cash and cash equivalents, including restricted cash, beginning of period

Cash and cash equivalents, including restricted cash, end of period

$ 155,366,868

SUPPLEMENTAL CASH FLOW INFORMATION

Common stock issued to settle accounts payable and accrued expenses

Non- cash proceeds from related party convertible notes

Dividend-in-kind of Novustera, Inc.

8 unchanged sentences

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS :

The Company has identified certain accounting errors in the Company’s historical consolidated financial statements relating to compliance with U.S.

As a result of the re-audit, the Audit Committee, in consultation with the Company’s management, concluded that the Company’s previously issued audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2023, require restatement and should not be relied upon.

The following includes descriptions of the significant adjustments to the Company’s previously reported 2023 consolidated financial statements.

Current Restatement

Subsequent to filing of our original 2024 Form 10-K on May 19, 2025, we became aware of a few matters requiring adjustments to the consolidated financial statements included therein.

Those matters have been corrected in this Amendment No.

2 to the 2024 Form 10-K and include the following:

Depreciation and amortization of mining rights in the 2024 statement of operations were overstated by $550,640 and $307,294, respectively, due to an error in the Company’s calculation of depreciation and amortization for the quarter ended September 30, 2024.

Accumulated depreciation included in property & equipment, net in the December 31, 2024 balance sheet was overstated by $857,934.

The 2023 statement of operations omitted certain “net revenue adjustments” to increase cost of coal sales and holding costs and decrease coal sales by $1,412,500.

There was no change in the 2023 consolidated net loss or our net assets as of December 31, 2023.

Certain amounts previously classified as restricted cash on the consolidated balance sheets as of December 31, 2024 and 2023, should have been classified as restricted investments.

Those reclassifications have been made in the accompanying consolidated balance sheets.

As of December 31, 2024, $151,253,539 of non-current restricted cash was reclassified to non-current restricted investments and as of December 31, 2023, $25,797,202 of restricted cash – current was reclassified to restricted investment – current.

Prior Restatement

The Company identified certain accounting errors in the Company’s 2023 consolidated financial statements included in the 2023 Form 10-K filed with the SEC on April 15, 2024.

Those accounting errors were corrected in the consolidated financial statements included in our original 2024 Form 10-K filed with the SEC on May 19, 2025.

Accompanying Restatement Schedules and Notes

The following notes and restatement schedules describe the significant current and prior restatement adjustments made to adjust the 2023 consolidated financial statements included in the 2023 Form 10-K filed with the SEC on April 15, 2024 to the 2023 consolidated financial statements included in this 2024 Form 10-K/A.

Treasury bills and mutual fund reclassification

3 unchanged sentences

Cash balances in the WCC bond fund balances were classified as short-term investments on the balance sheets.

The adjustment reclassifies the WCC bond fund balances to restricted cash.

The adjustment reclassifies the WCC bond fund balances to restricted cash and restricted investments.

Certain amounts previously classified as restricted cash on the consolidated balance sheets as of December 31, 2024 and 2023, should have been classified as restricted investments.

Those reclassifications have been made in the accompanying consolidated balance sheets.

Due from related party reclassification

3 unchanged sentences

Coal inventory cost basis adjustment

A lower of cost or realizable value adjustment was not recorded for coal inventory as of December 31, 2023.

The carrying value has been decreased by this adjustment with the offsetting charge recognized in operating expenses.

As of December 31, 2023, the Company recorded a true-up adjustment to increase the coal inventory balance to reconcile to the actual quantities on hand.

The increase was recognized as an adjustment to inventory with a corresponding reduction to operating expenses.

Failed leaseback adjustment

6 unchanged sentences

Equity investment accounting adjustment

There were accounting errors determined in with respect to equity investments, Adjustments have been applied to the Company’s equity investment in Novusterra, which was initially recorded at a derived value rather than fair market value (FMV).

There were accounting errors determined with respect to investments in other entities – related parties.

Adjustments have been applied to the Company’s equity investment in Novusterra, which was initially recorded at a derived value rather than fair market value (FMV).

Additionally, the equity investment in SPAC American Acquisition Opportunity Inc.

12 unchanged sentences

In connection with our 2024 audit and the re-audit of the 2023 financial statements, legal letter responses were requested and received from attorneys representing the Company with various litigation matters.

Based on those responses, the Company concluded a loss was probable and reasonably estimated under Statement of Financial Accounting Standards No.

It was also concluded that the status of these litigation cases as of December 31, 2023 supported that a potential loss was probable at that date.

Based on those responses, the Company concluded a loss was probable and reasonably estimable under Accounting Standards Codification (ASC) 450, Contingencies ,.

It was also concluded that the status of these litigation cases as of December 31, 2023 supported that a potential loss was probable and estimable at that date.

Accordingly, adjustments were recognized to record the reserve for these potential litigation losses as of December 31, 2023.

6 unchanged sentences

This adjustment recognizes the required December 31, 2023 accrual with a corresponding charge to operating expenses.

To correct the error, the Company adjusted its equity investments to reflect the appropriate earnings impact, ensuring accurate financial statement presentation.

Bond balance reclassification

21 unchanged sentences

This adjustment reclassifies these expenditures to the correct expense classification in the statement of operations.

Depreciation and amortization of mining rights

Accumulated depreciation included in property & equipment, net in the December 31, 2024 balance sheet was overstated by $857,934.

The 2023 statement of operations omitted certain “net revenue adjustments” to increase cost of coal sales and holding costs and decrease coal sales by $1,412,500.

There was no change in the 2023 consolidated net loss or our net assets as of December 31, 2023.

* Represents revision for immaterial error correction

The following tables summarize the effect of the restatement on each financial statement line item in the consolidated financial statements.

The following tables summarize the effect of the prior restatement on each financial statement line item that was restated in the consolidated financial statements.

Balance Sheet as of December 31, 2023

2 unchanged sentences

Restricted cash - current

Restricted investment

Restricted investments - current

Short-term investments

19 unchanged sentences

Accrued expenses

Accrued litigation settlements

Accrued litigation settlement

Accrued interest

21 unchanged sentences

( 178,694,329 )

Total stockholders' equity (deficit)

( 46,598,006 )

( 225,292,335 )

Total stockholders' equity

( 43,755,291 )

( 43,531,447 )

Non-controlling interest

( 1,473,852 )

Total deficit

( 45,229,143 )

( 45,005,299 )

Total liabilities and stockholders' deficit

$ ( 27,020,988 )

Statement of operation for the year ended December 31, 2023

Statement of Operations for the year ended December 31, 2023

$ ( 4,922,176 )

Metal recovery and sales

Royalty income

Total revenue

( 4,922,176 )

Operating expenses (income)

Cost of coal sales and processing

7 unchanged sentences

( 8,475,468 )

( 1,529,408 )

Total operating expenses

3 unchanged sentences

( 36,375,202 )

Losses from equity method investees, net

Other income, net

Earnings from equity method investees

Other income and (expense)

Unrealized gain on short-term investments

2 unchanged sentences

( 1,336,997 )

( 1,988,074 )

Total other income (expenses)

3 unchanged sentences

( 27,269,787 )

( 38,724,963 )

Non-controlling interest

4 unchanged sentences

Net loss per share - basic and diluted

Weighted average shares outstanding - basic and diluted

(As reported)

Paid-in Capital

Stock Par Value

Additional Paid-in

(As reported)

Non-controlling

reported) Total

Balance as of December 31, 2022

7 unchanged sentences

( 20,219,603 )

( 19,934,907 )

Issuance of common shares for Convertible Debt Conversion

3 unchanged sentences

( 27,072,322 )

( 38,527,408 )

( 11,455,086 )

( 27,269,877 )

( 38,724,963 )

Balance as of December 31, 2023

4 unchanged sentences

( 225,292,335

( 1,473,852 )

( 45,229,143 )

(45,005,299 )

Statement of Cash flows for the year ended December 31, 2023

3 unchanged sentences

$ ( 38,724,963 )

Noncash stock-based compensation expense

Stock- based compensation expense

Depreciation expense

9 unchanged sentences

( 8,475,468 )

( 1,529,408 )

Issuance of common shares for services

Unrealized gain on short-term investments

4 unchanged sentences

( 4,995,118 )

( 3,118,438 )

Accounts payable related party

1 unchanged sentence

Accrued expenses

Accrued litigation settlements

Accrued litigation settlement

Accrued interest

1 unchanged sentence

Operating lease assets and liabilities, net

Operating lease assets and liabilities, net - related party

Cash used in operating activities

5 unchanged sentences

( 4,581,185 )

( 3,616,866 )

Proceeds from sale of equipment

3 unchanged sentences

( 51,865,545 )

Cash (used in) provided by investing activities

Restricted investments purchased

( 30,297,202 )

Cash used in investing activities

( 28,833,246 )

( 2,909,797 )

( 31,743,043 )

Cash Flows from Financing activities:

6 unchanged sentences

( 5,599,988 )

Cash provided by (used in) financing activities

( 6,083,386 )

Cash provided by financing activities

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

Responsive to adverse market conditions and pricing pressures in the coal industry, during 2023 we suspended our coal production operations which significantly attributed to our decline in consolidated revenues from approximately $ 39 million in 2022 to $ 12 million in 2023 and $ 383,000 in 2024.

Beginning in 2023, the focus of our business and capital allocation shifted towards the diversification of our revenue streams leading to the development of our ReElements and Electrified Materials segments which have been in the development (pre revenue) stages through 2024.

Electrified Materials is focused on the aggregation, recovery and sale of recovered metal and steel.

43 unchanged sentences

government securities.

Restricted cash and cash equivalents are held in trusts related to the Tax-Exempt Bonds and are restricted as to withdrawal as required by the agreement entered into by the Company.

All investments are classified as trading securities as of December 31, 2024 and 2023.

Trading securities are recorded initially at cost and are adjusted to fair value at each reporting period with unrealized gains and losses recorded in the current period earnings or loss.

Restricted cash and cash equivalents are held in trusts related to the Tax-Exempt Bonds, bonding collateral and are restricted as to withdrawal as required by the agreement entered into by the Company.

The following table sets forth the total of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets.

1 unchanged sentence

Restricted cash

Total cash and restricted cash presented in the consolidated statements of cash flows

$ 155,366,868

Total cash and restricted cash presented in the consolidated statements of balance sheet

Restricted Investments:

3 unchanged sentences

All investments are classified as trading securities as of December 31, 2024 and 2023.

Trading securities are recorded initially at cost and are adjusted to fair value at each reporting period with unrealized gains and losses recorded in the current period earnings or loss.

Trading securities are recorded initially at cost and are adjusted to fair value at each reporting period with unrealized gains and losses recorded in the current period earnings or loss, except for those amounts that are directly attributable to project funding activities, which are capitalized to construction in progress as part of the cost of the related asset.

Related Party Policies:

4 unchanged sentences

Construction in progress is related to the construction or development of leasehold improvements and equipment that have not yet been placed in service for our intended use.

Construction in progress represents capital expenditures for direct costs of construction or acquisition and design fees incurred, and a proportional amount of bond interest income and expense for amounts capitalized directly related to the construction.

Construction in progress represents capital expenditures for direct costs of construction or acquisition and design fees incurred, and a proportional amount of bond income and interest expense for amounts capitalized directly related to the construction.

Capitalization of these costs ceases and the construction in progress is transferred to the appropriate category of property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed.

22 unchanged sentences

We assess our ARO at events warrant to reflect revisions for permit changes, changes in our estimated reclamation costs and changes in the estimated timing of such costs.

Management is currently in the process of assessing the ARO for the fiscal year and will include revisions if any during the fourth quarter of 2024.

The table below reflects the changes to our ARO for 2024 and 2023:

30 unchanged sentences

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

Note 4 presents the Company’s financial assets or liabilities measured at fair value as of December 31, 2024 and 2023.

The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value as of December 31, 2024 and 2023 due to their short-term nature.

84 unchanged sentences

Investments (all level 1 fair value measurements) in trading securities consist of U.S.

government and agency securities and fixed income funds that are by the Company or held in trusts related to the Company’s tax-exempt bonds.

These investments held by a trust related to the Company’s tax-exempt bonds are classified as restricted cash and cash equivalents and as restricted investments on the accompanying balance sheets.

All other securities are classified as short-term investments on the accompanying balance sheet.

government and agency securities and fixed income funds that are held by the Company or held in trusts related to the Company’s tax-exempt bonds.

These investments held by a trust related to the Company’s tax-exempt bonds are classified as restricted cash and restricted investments on the accompanying balance sheets.

All other securities are classified as short-term investments on the accompanying balance sheets.

The short-term investment securities are classified as trading securities and, accordingly, the unrealized gains and losses are recorded in current period earnings or loss.

The Company’s investments in available-for-sale marketable consisting of fixed income funds are as follows:

The Company’s investments in trading securities consisting of U.S government and agency securities and fixed income funds are as follows:

Gross Unrealized

5 unchanged sentences

December 31, 2023

The fair value of investments held as of December 31, 2024 consist of approximately $ 151,253,000 in U.S.

Treasuries, $ 4,500,000 in a bank certificate of deposit and $ 587,000 in fixed income funds.

As of December 31, 2023, the fair value of investments held consists of $ 25,797,000 in U.S.

treasuries, $ 4,500,000 in a bank certificate of deposit and $ 1,348,000 in fixed income funds.

There were no investments with unrealized losses that have been owned for more than or less than a year.

36 unchanged sentences

Operating lease expense:

Amortization of ROU asset

General and administrative

Accretion of operating lease liability

General and administrative

Total operating lease expense

General and administrative

Finance lease expense:

47 unchanged sentences

No cash advances were made in 2024.

As of December 31, 2024 and December 31, 2023, the Company had a balance of $ 741,243 due from RMCO.

As of December 31, 2024 and December 31, 2023, the Company had a balance of $ 1,081,243 and $ 741,243 due from RMCO, respectively.

On January 13, 2023, ReElement Technologies Corporation (“RLMT”), a subsidiary of the Company, entered into a Line of Credit Agreement with LRR in the amount of $ 1,100,000 (the “Line of Credit”).

24 unchanged sentences

Due to the Company’s new ownership percentage in Novusterra, Inc.

the investment is accounted for using the cost method of accounting.

the investment is accounted for at cost, minus impairment, and adjusted for observable price changes from identical or similar investments of the same issuer.

As of December 31, 2024 and 2023, the carrying value of the investment was $ 0 and $ 1,598,480 , respectively.

43 unchanged sentences

December 31, 2023

Maturity Date

Total Outstanding*

10 unchanged sentences

The Tax-Exempt Bonds were isued to finance certain costs of the acquisition, construction, reconstruction, and equipping of solid waste disposal facilities at the Company’s Wyoming County, West Virginia development, and for capitalized interest and certain costs related to issuance of the Tax-Exempt Bonds.

Bonds payable, net

The Tax-Exempt Bonds bear interest of 9 % and have a final maturity of June 8, 2038.

The Tax-Exempt Bonds bear interest of 9 % payable quarterly and have a final maturity of June 8, 2038.

The Tax Exempt Bonds are subject to redemption (i) in whole or in part at any time on or after June 1, 2030 at the option of the Issuer, upon the Company’s direction at a redemption price of 103% between June 1, 2030, through May 31, 2031, 102% between June 1, 2031, through May 31, 2032, 101% between June 1, 2032, through May 31, 2033, 100% from June 1, 2033 and thereafter, plus interest accrued to the redemption date;

23 unchanged sentences

The Bonds are being offered and sold only to a limited number of “Qualified Institutional Buyers” within the meaning of Rule 144A of the Securities Act of 1933, as amended (the “1933 Act”), or “Accredited Investors” within the meaning of Regulation D promulgated under the 1933 Act.

The Tax-Exempt Bonds bear interest of 4 % and have a final maturity of March 28, 2044 .

The Tax-Exempt Bonds bear interest of 4 % payable quarterly and have a final maturity of March 28, 2044 .

The Company accounts for investment income and interest expenses related to the tax-exempt bonds that are restricted for payment of project costs by capitalizing the net amount each period to construction in progress per ASC 835-20-30-11.

11 unchanged sentences

$ 149,729,753

Convertible Promissory Notes

In October to December 2024, ReElement issued four convertible promissory notes (the “Note B-E”) to unaffiliated investors with an aggregate principal amount of $ 500,250 .

The Notes mature between October and December of 2026.

Note B-E bears interest at an annual rate of 12.0 %, compounded annually.

Upon an Event of Default, the outstanding principal amount, together with any past due or accrued interest, shall bear interest at a rate of 13.5 % per annum, compounded annually, from the date of the default until such amounts are fully paid or the Event of Default is cured, whichever occurs first.

Unless previously converted, all principal and accrued interest under Note B-E is payable on the Maturity Date.

Note B-E is convertible into shares of the ReElement’s common stock at the election of the holders.

The conversion price is based on a fully diluted valuation of the ReElement’s at $ 150,000,000 .

As of December 31, 2024, Note B-E had an outstanding principal balance of $ 500,250 and accrued interest of $ 24,467 .

Convertible promissory notes - related party

13 unchanged sentences

If ReElements completes a round or series of a capital raise in the aggregate amount of a minimum of $ 7,000,000 in cash (the “Capital Raise”), then the Promissory Notes and all accrued interest outstanding shall be immediately and automatically converted to Common Stock of the ReElements (such date, the “Conversion Date”) at the predetermined conversion price which is equal to the same per-share price as the investment under the Capital Raise.

In October to December 2024, ReElement issued four convertible promissory notes (the “Note B”) to unaffiliated investors with an aggregate principal amount of $ 500,250 .

The Notes mature between October and December of 2026.

Note B bears interest at an annual rate of 12.0 %, compounded annually.

Unless previously converted, all principal and accrued interest under Note B is payable on the Maturity Date.

Note B is convertible into shares of the ReElement’s common stock at the election of the holders.

The conversion price is based on a fully diluted valuation of the ReElement’s at $ 150,000,000 .

As of December 31, 2024 and 2023, Note B had an outstanding principal balance of $ 500,250 and accrued interest of $ 5,178 and $ 0 .

As of December 31, 2024 and 2023, there was an aggregate of $ 2,111,416 and $ 0 outstanding under the Convertible Promissory Notes reported in Convertible promissory notes – related party in the consolidated balance sheets.

As of December 31, 2024 and 2023, Note A had an outstanding principal balance of $ 1,611,166 and $ 486,566 respectively, and accrued interest of $ 59,213 and $ 15,718 , respectively.

As of December 31, 2024 and 2023, there was an aggregate of $ 2,111,416 and $ 486,556 outstanding Convertible promissory notes and Convertible promissory notes – related party in the consolidated balance sheets.

As of December 31, 2024 and December 31, 2023, accrued interest on the convertible promissory notes amounted to $ 83,680 and $ 15,718 , respectively.

16 unchanged sentences

Total stock-based compensation expense for grants to officers, employees and consultants was $ 3,725,484 and $ 3,766,629 for the year ended December 31, 2024, and 2023, respectively, which was charged to general and administrative expense.

As of December 31, 2024, the company has $ 6,500,745 of unrecognized compensation cost related to unvested stock options granted and outstanding, net of estimated forfeitures.

As of December 31, 2024, the company has $ 6,500,745 of unrecognized compensation cost related to unvested stock options granted and outstanding, net of forfeitures.

The cost is expected to be recognized on a weighted average basis over a period of approximately five years.

15 unchanged sentences

However, management believes the ultimate resolution of matters not disclosed below will not have a material adverse impact on the Company’s business or financial position.

American Infrastructure Legal Proceeds

The Kentucky Energy Cabinet has assessed claims of $ 1,242,000 .

The Company has accrued $ 1,393,107 to the Commonwealth of Kentucky including amounts owed to the Kentucky Energy Cabinet.

Claims assessed by the Mine Health Safety Administration amount total $ 671,300 of which the Company has accrued $ 351,071 .

During 2019, McCoy and Deane, received notice of intent to place liens for amounts owed on federal excise taxes.

The amounts associated with the notices have been accrued by the Company.

In 2024, American Infrastructure was given a judgement due to a lease dispute.

American Infrastructure Legal Proceedings

The Kentucky Energy Cabinet, the Kentucky Department for Natural Resources and the Kentucky Division of Mine Reclamation and Enforcement have assessed claims totaling $ 2,189,000 that American Infrastructure Corporation (“AIC”) has accrued.

Claims assessed by the Mine Health Safety Administration totaling $ 689,000 and have also been accrued by AIC.

McCoy Elkhorn LLC (McCoy) and Deane Mining LLC (Dean) have received notices of intent to place liens for amounts owed on federal excise taxes.

The amounts associated with the notices totaling $ 625,000 have been accrued.

In November of 2023 a court entered into an order granting summary judgment against AIC in connection with a lease dispute in which the plaintiff alleges that the defendants failed to diligently mine coal in accordance with the terms of the lease and did not pay minimum royalties owed under the agreement.

A final judgment was entered into during 2024 against the defendant, who is currently appealing the decision and pursuing post-judgment collection efforts.

The case is being appealed and $ 2,000,000 has been accrued for this potential loss.

In 2023, American Infrastructure was given a judgement due to a lease dispute.

The case is being appealed and $ 5,440,657 has been accrued for this potential loss using an interest rate to calculate interest of 6 %.

In 2019, the Company received notice that a certain lease assumption as part of the PCR acquisition was being disputed by the lessor.

The Company is actively defending the claim and is engaged in efforts to reach a favorable out-of-court settlement.

In 2023, Dean was given a judgement due to a lease dispute, in which the plaintiff alleges trespass, conversion, and civil conspiracy against the defendants.

A judgment has been entered against Dean, and management is currently appealing the decision.

Management has accrued $ 5,440,657 has for this potential loss using an interest rate to calculate interest of 6 %.

The Company also has a number of unpaid legal judgments for amounts that plantiffs claim are due for services or goods provided to the Company that are accrued and total approximately $ 3,400,000 as of December 31, 2024 and 2023.

In April 2025, a process was undertaken in connection with our 2024 financial statement audit and the re-audit of the 2023 consolidated financial statements to obtain responses from all attorneys that represented the Company in legal matters during 2024 and 2023, The objective of this process was to obtain responses regarding the status of legal matters and our requirements to disclosure and/or accrue for legal contingencies under Accounting Standard Codification (ASC), 450, Contingencies.

A retrospective review was also performed to understand the developments in the various legal matters disclosed above and when we should have determined the potential losses were probable and the reporting period such losses should have been first recognized.

We determined that the matters previously not recognized should have been accrued for in 2023.

Accordingly, an approximate $ 11,000,000 charge for litigation expense was recognized as one element of our restatement of the 2023 statement of operations.

Furthermore, we assessed whether matters resulting in the necessity of the litigation charge were changes in estimates or rather stemmed from an error in not undertaking a complete process in prior periods to assess contingencies that should have been accrued under ASC 450.

We concluded that this was an accounting error.

NOTE 11 – SEGMENT INFORMATION

6 unchanged sentences

Our reportable segments are described below.

Corporate - Includes metal recovery revenue and direct cost of sales related to the maintenance of mining operations in connection with the Share Exchange Agreement with Quest Energy.

In addition, certain costs are incurred at a corporate level and allocated to our segments.

Corporate - Certain costs are incurred at a corporate level and allocated to our segments.

These allocated costs generally include corporate overhead and administrative support costs incurred as a part of a corporate program.

25 unchanged sentences

A reconciliation of total segment revenues to total consolidated revenues and of total segment gross margin and segment operating income (loss) to total consolidated income (loss) before income taxes, for the years ended December 31, 2024 and 2023, is as follows:

For the Year Ended December 31, 2024

Total revenue

2 unchanged sentences

( 2,143,741 )

Operating expenses

( 2,185,332 )

21 unchanged sentences

$ ( 476,884 )

Reconciliation to net loss:

Other income (expense)

Earnings (losses) from equity method investees, net

Other income and (expense)

Interest income

Interest expense

$ ( 32,231,128 )

( 4,577,038 )

( 1,861,229 )

( 8,021,459 )

( 14,922,476 )

( 18,864,063 )

Reconciling items to net loss:

$ ( 7,107,678 )

$ ( 39,338,806 )

For the Year Ended December 31, 2023

Total revenue

Cost of revenues

1 unchanged sentence

( 7,575,098 )

Segment gross profit

Operating expenses

( 1,015,563 )

22 unchanged sentences

Gain on sale of equipment

Segment operating income (loss)

( 22,331,700 )

( 11,392,716 )

Segment operating loss

$ ( 21,956,699 )

$ ( 11,767,716 )

Reconciliation to net loss:

Other income (expense)

Earnings (losses) from equity method investees, net

Other income and (expense)

Interest income

Interest expense

$ ( 2,717,339 )

$ ( 36,375,202 )

Reconciling items to net loss:

$ ( 2,349,761 )

$ ( 38,724,963 )

Assets are not allocated to segments for internal reporting presentations.

A portion of depreciation and amortization is included with various other costs in an overhead allocation to each segment.

It is impracticable for us to separately identify the amount of amortization and depreciation by segment that is included in the measure of segment profit or loss.

Long-lived assets, classified by the segment were as follows:

Long-lived assets, classified by segment are as follows:

NOTE 12 - SUBSEQUENT EVENTS

11 unchanged sentences

The remarketed bonds carry a principal value of $ 150,000,000 , an interest rate of 3.97 % and a maturity date of March 28, 2044 .

Equipment Financing and Lease Transactions

On April 1, 2025, ReElement Technologies entered into an equipment financing transaction for rare earth and critical element processing equipment.

The net benefit to the company was $ 136,178 and the term of the lease is 36 months.

On May 1, 2025, American Resources entered into a refinancing arrangement with existing equipment financing obligations.

The net benefit to the company was $ 3,165,070 and the term of the leases are 48 months.

Debt and Financing Activities

On April 18, 2025, $ 175,996 was drawn on the ReElement line of credit with Land Resources and Royalties LLC for equipment purchases.

During April 2025, $ 2,205,000 of ReElement Convertible Notes were issued

In September 2025, ReElement Technologies entered into a commitment for an equipment leasing facility with Maxus Capital Group, LLC, providing up to $ 20 million in additional financing.

Equity Transactions

During the quarter ended June 30, 2025, the Company issued 6,308,992 shares of common stock in settlement of accounts payable and accrued expenses totaling approximately $ 3.9 million.

On October 13, 2025, the Company entered into securities purchase agreements with certain investors for the private placement of 9,480,282 shares of common stock at $ 3.55 per share.

On October 15, 2025, the Company entered into additional securities purchase agreements for the private placement of 5,181,374 shares of common stock at $ 5.10 per share.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures