Current Report Filing (8-k)
September 11 2017 - 4:06PM
Edgar (US Regulatory)
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): September 11, 2017
HOUSTON
AMERICAN ENERGY CORP.
(Exact
name of registrant as specified in Charter)
Delaware
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1-32955
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76-0675953
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File No.)
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(IRS
Employer
Identification No.)
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801
Travis Street, Suite 1425
Houston,
Texas 77002
(Address
of Principal Executive Offices)(Zip Code)
713-222-6966
(Issuer
Telephone number)
(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))
Item
7.01—Regulation FD Disclosure
Houston
American Energy Corp. (the “Company”) is filing this Current Report on Form 8-K to provide certain unaudited pro forma
consolidated financial information to reflect the receipt of proceeds from sales of common stock pursuant to the Company’s
“At the Market Issuance Sales Agreement” (the “ATM Offering”) as of September 11, 2017. As previously
disclosed, on March 22, 2016, the Company received notification (the “Deficiency Letter”) from the NYSE MKT LLC of
its noncompliance with certain NYSE American continued listing standards relating to, among other things, stockholders’
equity. Specifically, the Company was not in compliance with Section 103(a)(iii) of the NYSE American Company Guide requiring
stockholders’ equity of $6.0 million or more if it has reported losses from continuing operations and/or net loss in its
five most recent fiscal years. Pursuant to the Deficiency Letter, and further notifications from the NYSE American, the Company
was granted an extension of its listing, until September 18, 2017, to regain compliance with the continued listing standards pertaining
to stockholders’ equity.
The
purpose of this Current Report on Form 8-K is to reflect the results of the Company’s plan to regain compliance with the
stockholders’ equity requirement for continued listing on the NYSE American.
As
of September 11, 2017, the Company had sold an aggregate of 4,245,135 shares in the ATM Offering and had received proceeds, net
of commissions and expenses, of $2,379,605.
Pro
forma shareholders’ equity at June 30, 2017, giving effect to the receipt of net proceeds from the ATM Offering, as of September
11, 2017, was as follows:
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Historical
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Pro Forma Adjustments
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Pro Forma
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Preferred stock
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$
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2
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$
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—
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$
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2
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Common stock
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51,277
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4,245
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55,522
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Additional paid-in capital
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68,342,255
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2,375,360
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70,717,615
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Accumulated deficit
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(64,148,866
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)
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—
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(64,148,866
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)
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Total Shareholders’ Equity
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$
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4,244,668
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$
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2,379,605
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$
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6,624,273
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In
accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 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.
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.
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HOUSTON
AMERICAN ENERGY CORP.
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Dated:
September 11, 2017
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By:
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/s/
John P. Boylan
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John
P. Boylan
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Chief
Executive Officer
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Houston American Energy (AMEX:HUSA)
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