Current Report Filing (8-k)
September 20 2019 - 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 18, 2019
HOUSTON
AMERICAN ENERGY CORP.
(Exact
name of registrant as specified in its 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 Number)
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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, 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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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HUSA
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NYSE
American
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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
1.01.
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Entry
into a Material Definitive Agreement
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On
September 18, 2019, Houston American Energy Corp. (the “Company”) entered into Bridge Loan Agreements (the “Bridge
Loan Agreement”) with the Company’s Chief Executive Officer and principal shareholder pursuant to which the Company
issued promissory notes (the “Bridge Loan Notes”) in the principal amount of $621,052 and warrants (the “Warrants”)
to purchase common stock. The aggregate consideration received by the Company for the Bridge Loan Notes and Warrants was $590,000.
Bridge
Loan Notes
The
Bridge Loan Notes are unsecured obligations bearing interest at 12.0% per annum and payable interest only on the last day of each
calendar month with any unpaid principal and accrued interest being payable in full in 120 calendar days.
The
Bridge Loan Notes are subject to mandatory prepayment from and to the extent of (i) 100% of net proceeds received by the Company
from any sales, for cash, of equity or debt securities (other than Bridge Loan Notes) of the Company, (ii) 100% of net proceeds
received by the Company from the sale of assets (other than sales in the ordinary course of business); and (iii) 75% of net proceeds
received from the sale of oil and gas produced from the Company’s Hockley County, Texas properties. Additionally, the Company
has the option to prepay the Bridge Loan Notes, at its sole election, without penalty.
Warrants
The
Warrants are exercisable for a period of ten years to purchase shares of common stock at $0.197 per share and subject to standard
adjustments to reflect stock splits, reverse stock splits and stock dividends.
Each
Warrant evidences a right to purchase two shares of common stock for each dollar of consideration paid for Bridge Loan Notes,
or an aggregate of 1,180,000 shares.
The
foregoing is qualified in its entirety by reference to the forms of Bridge Loan Agreement, Bridge Loan Note and Warrant filed
herewith as Exhibits 10.1, 10.2 and 10.3.
Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
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The
information relating to the Bridge Loan Agreement and Bridge Loan Notes included in Item 1.01 of this Form 8-K is incorporated
herein by reference.
Item
3.02.
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Unregistered
Sales of Equity Securities
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See
Item 1.01 above regarding the sale of Bridge Loan Notes and Warrants.
Proceeds
from the sale of the Bridge Loan Notes will be used to pay for the acquisition of a 20% working interest in 5,871 gross acres
in the Northern Shelf of the Permian Basin.
The
Bridge Loan Notes and Warrants were offered and sold in a private placement transaction (the “Offering”) pursuant
to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”)
and Rule 506(b) promulgated thereunder. Each of the investors is an affiliate of the Company and represented that it is an “accredited
investor”, as defined in Rule 501 promulgated under the Securities Act.
No
placement agents, underwriters or finders participated in the Offering and no commissions or similar fees were paid in connection
with the Offering.
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities. At the
time of their issuance, the Bridge Loan Notes, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants
have not been registered under the Securities Act, or any applicable state securities laws and may not be offered or sold in the
United States, absent registration or an applicable exemption from such registration requirements.
Pursuant
to the Warrant, the Company granted certain “piggyback” registration rights” to the Warrant holders.
Item
7.01.
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Regulation
FD Disclosure.
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Houston
American Energy Corp. (the “Company”) issued a press release on September 20, 2019 announcing financing and completion
of the acquisition of additional acreage in the Permian Basin. 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.
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Financial
Statements and Exhibits.
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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 20, 2019
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By:
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/s/
James Schoonover
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Name:
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James
Schoonover
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Title:
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Chief
Executive Officer
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Houston American Energy (AMEX:HUSA)
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