Current Report Filing (8-k)
July 21 2020 - 9:01AM
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): July 17, 2020
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
5.07. Submission of Matters to a Vote of Security Holders
On
July 17, 2020, Houston American Energy Corp. (the “Company”) held its Annual Meeting of shareholders. The final results
for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Proxy Statement, are as
follows:
Proposal
1. The nominee for election as Class C Director was elected to serve until the 2023 Annual Meetings of Stockholders and until
his successor has been duly elected and qualified, or until such director’s earlier resignation, removal or death. The
result of the votes to elect the director was as follows:
DIRECTOR
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FOR
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WITHHELD
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ABSTENTIONS AND BROKER NON-VOTE
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James Schoonover (Class C)
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36,209,380
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2,638,315
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26,732,668
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Proposal
2. The amendment of the Company’s certificate of incorporation to effect a reverse stock split was approved by
the stockholders by the votes set forth in the table below:
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FOR
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AGAINST
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ABSTENTIONS AND BROKER NON-VOTES
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51,372,139
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13,177,619
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1,030,605
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Proposal
3. The appointment of Marcum LLP as the Company’s independent registered public accounting firm for fiscal 2020
was ratified by the stockholders by the votes set forth in the table below:
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FOR
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AGAINST
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ABSTENTIONS AND BROKER NON-VOTES
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58,119,435
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4,522,071
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2,938,857
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Proposal
4. The compensation of the named executive officers as disclosed in the Company’s Proxy Statement was approved
on an advisory basis by the votes set forth in the table below:
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FOR
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AGAINST
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ABSTENTIONS AND BROKER NON-VOTES
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32,491,340
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4,677,601
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28,411,422
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Item
8.01. Other Events
Following
approval by the Company’s stockholders of an amendment to the Company’s Certificate of Incorporation to implement
a reverse stock split of the Company’s common stock, the Company’s board of directors set the ratio of the
reverse stock split at 1-for-12.5 and the Company filed a Certificate of Amendment to its Certificate of Incorporation with
the Secretary of State of the State of Delaware, to implement the reverse stock split. The Certificate of Amendment and the
reverse stock split will be effective as of 11:59 p.m. (Eastern Time) on July 31, 2020, and the Company’s common stock
is expected to begin trading on the NYSE American market on a post-reverse stock split basis on August 3, 2020.
As
a result of the reverse stock split, every twelve and one-half shares of the Company’s issued and outstanding common stock
prior to the Effective Time will be converted into one share of common stock. The reverse stock split will reduce the number of
issued and outstanding shares of common stock from 87,007,145 shares to approximately 6,960,572 shares, subject to adjustment
for the rounding of fractional shares as described below.
The
reverse stock split will not alter the par value of the common stock or modify any voting rights or other terms of the common
stock.
No
fractional shares will be issued in connection with the reverse stock split. All fractional shares otherwise issuable as a result
of the reverse stock split will be rounded up to the next highest whole number of shares.
In
addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares
issuable under all of the Company’s outstanding warrants to purchase shares of common stock, convertible preferred stock,
and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans will be reduced
proportionately.
After
the reverse stock split, the trading symbol for the common stock will continue to be “HUSA”.
The
above description of the Certificate of Amendment and the reverse stock split is a summary of the material terms thereof and is
qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.
Item
9.01. Financial Statements and Exhibits.
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:
July 21, 2020
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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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