UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2023

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

1805 North 2^nd Street, Suite 401, Rogers, Arkansas 72756

(Address of principal executive offices, including zip code)

(479) 464-9944

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

On June 29, 2023, America’s Car-Mart, Inc. (the “Company”) filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to register up to $400 million of the Company’s common stock, preferred stock, debt securities, rights and warrants. The filing of the shelf registration statement is intended to provide the Company with greater financial flexibility to access the capital markets in the future through the potential public offering and sale of its securities.  Current disruption in the used automotive retail industry may provide the Company unique opportunities.  Although the Company has no current plans to issue securities pursuant to the shelf registration statement when it becomes effective, the Company believes it is prudent to be prepared to act expeditiously in the event attractive acquisition opportunities or other strategic initiatives arise that could be accretive to the Company or should the Company decide that raising capital through one or more public offerings of its securities is in the best interests of the Company and its shareholders.

The securities included in the registration statement may not be sold, nor may offers to buy any such securities be accepted, prior to the time the registration statement is declared effective by the SEC. Any offering of the securities covered by the shelf registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. A copy of the prospectus included in the registration statement may be obtained on the SEC’s website at www.sec.gov. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer for sale, or solicitation of an offer to buy, any of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

SIGNATURES

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.