UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
On December 31, 2025, American Clean Resources Group, Inc. (“ACRG” or the “Company”) issued 1,644,906 shares of its common stock (the “Shares”) to Granite Peak Resources, LLC (“GPR”) in connection with the conversion of the outstanding balance under the Company’s line of credit with GPR.
The Shares were issued in exchange for the cancellation of approximately $1,727,152 of indebtedness outstanding under the line of credit. The implied conversion price was approximately $1.05 per share.
The Shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and/or Regulation D promulgated thereunder, based on representations made by GPR that it is an accredited investor acquiring the Shares for investment purposes and not with a view to distribution.
The Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold absent registration or an applicable exemption from registration.
Item 5.02 Disclosure Regarding Section 16 Filing
In connection with the issuance of the Shares described in Item 3.02 above, GPR, which beneficially owns 82.2% of the Company’s outstanding common stock, is required to report the transaction pursuant to Section 16(a) of the Securities Exchange Act of 1934. GPR has filed, or will file, a Form 4 reporting the acquisition of the Shares within the applicable reporting period.
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SIGNATURE
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 CLEAN RESOURCES GROUP, INC. | ||
| Date: January 7, 2026 | By: | /s/ Tawana Bain |
| Tawana Bain | ||
| Chief Executive Officer | ||
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