Form 10-12B Electrified Materials

December 27, 2024 5:21 PM EST

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Electrified Materials Corporation

(Exact name of registrant as specified in its charter)

 

Indiana

 

85-1848141

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

12115 Visionary Way, Suite 174

Fishers Indiana

 

 

46038

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(317) 855-9926

 

Mark Jensen

Chief Executive Officer

12115 Visionary Way, Suite 174

Fishers, Indiana 46038

Telephone: (317) 855-9926

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________

 

Copies to:

_________________

 

Clifford J. Hunt

Law Office of Clifford J. Hunt, P.A.

8200 Seminole Boulevard

Seminole, Florida 33772

(727) 471-0444 telephone

(727) 471-0447 facsimile

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class to be so Registered

 

Name of Each Exchange on Which Each Class is to be Registered

Common Stock, no par value

 

 NASDAQ Capital Market

 

Securities to be registered pursuant to Section 12(g) of the Act:

None.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

 

See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company 

 

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. ☐

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Exhibit Description

2.1

 

Form of Separation and Distribution Agreement between American Resources Corp. and the registrant

2.2

 

Transition Services Agreement between American Resources Corp and the registrant

2.3

 

Supply Agreement

3.1

 

Articles Conversion of the registrant

3.2

 

Articles of Incorporation of the registrant

4.1

 

Bylaws of the registrant

10.01

 

Employment Agreement with Mark C. Jensen as Chief Executive Officer

10.02

 

Employment Agreement with Kirk P. Taylor as Chief Financial Officer

10.03

 

2024 Omnibus Incentive Plan

21.1

 

List of subsidiaries of the registrant

99.1

 

Preliminary Information Statement

 

 

2

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused its Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Electrified Materials Corporation

 

 

 

 

Dated: December 27, 2024

By:

/s/ Mark C. Jensen

 

Name:

Mark C. Jensen

 

 

Title: 

Chief Executive Officer

 

 

 

3

  


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

FORM OF SEPARATION

TRANSITION SERVICES AGREEMENT

SUPPLY AGREEMENT

ARTICLES CONVERSION

ARTICLES OF INCORPORATION

BYLAWS

LIST OF SUBSIDIARIES

PRELIMINARY INFORMATION STATEMENT



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