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): March 4, 2021
HOUSTON AMERICAN ENERGY CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1-32955 | 76-0675953 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
801 Travis Street, Suite 1425
Houston, Texas 77002
(Address of principal executive offices, including zip code)
713-222-6966
(Registrant’s telephone number,
including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | 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
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | HUSA | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
Item 7.01. Regulation FD Disclosure.
On March 4, 2021, Houston American Energy Corp. (the “Company”) issued a press release announcing the redemption of all outstanding shares of its 12% Series A Convertible Preferred Stock and 12% Series B Convertible Preferred Stock. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||
| 99.1 | Press release, dated March 4, 2021 |
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.
| HOUSTON AMERICAN ENERGY CORP. | ||
| Dated: March 4, 2021 | ||
| By: | /s/ John Terwilliger | |
| Name: | John Terwilliger | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Houston American Energy Corp. Announces
Redemption of Preferred Stock
HOUSTON, TX, March 4, 2021 – Houston American Energy Corp. (NYSE American: HUSA) today announced the redemption of all outstanding shares of its 12% Series A Convertible Preferred Stock and 12% Series B Convertible Preferred Stock.
The company funded the redemption of its preferred stock using $1.97 million of proceeds from sales of common stock under its At-the-Market Sales Issuance Agreement.
John Terwilliger, President and Chief Financial Officer of Houston American, stated “Proceeds from the sale of shares under our ATM program has positioned us to meet our expected capital requirements for the foreseeable future while also providing adequate capital to redeem our outstanding preferred stock, eliminating approximately $230,000 of annual dividend obligations. With our now simple debt-free capital structure and cash on hand, we are well positioned to fund our efforts to acquire, drill and develop prospects with a view to growing our reserves and production.”
About Houston American Energy Corp.
Based in Houston, Texas, Houston American Energy Corp. is a publicly-traded independent energy company with interests in oil and natural gas wells, minerals and prospects. The Company’s business strategy includes a property mix of producing and non-producing assets with a focus on the Permian Basin in Texas, Louisiana and Colombia.
Forward-Looking Statements
The information in this release includes certain forward-looking statements that are based on assumptions that in the future may prove not to have been accurate, including statements regarding our ability to meet our capital requirements for the foreseeable future and our ability to acquire, drill and develop prospects and grow reserves and production. Our ability to fund the acquisition, drilling and development of prospect and to grow reserves and production is subject to numerous risk factors, including our dependence upon third party operators and suppliers to perform within the planned time frame and within budget, the availability of rigs and services necessary to conduct drilling operations and the actual results of operations, among other risks described in our reports filed with the Securities and Exchange Commission.
For additional information, view the company’s website at www.houstonamerican.com or contact Houston American Energy Corp. at (713) 222-6966.