Current Report Filing (8-k)
January 27 2021 - 6:17AM
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): January 26, 2021
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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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. [ ]
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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Item
1.01. Entry into a Material Definitive Agreement.
On
January 26, 2021, Houston American Energy Corp. (the “Company”) entered into an At-the-Market Issuance Sales Agreement
(the “Sales Agreement”) with Univest Securities, LLC (“Univest”) pursuant to which the Company may sell,
at its option, up to an aggregate of $4,768,428 in shares of its common stock, par value $0.001 per share (the “Shares”)
through Univest, as sales agent. Sales of the Shares made pursuant to the Sales Agreement, if any, will be made under the Prospectus
Supplement, dated January 26, 2021, to the Company’s previously filed and currently effective shelf Registration Statement
on Form S-3 (Registration No. 333-228749). Prior to any sales under the Sales Agreement, the Company will deliver a placement
notice to Univest that will set the parameters for such sale of Shares, including the number of Shares to be issued, the time
period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one trading
day and any minimum price below which sales may not be made.
Subject
to the terms and conditions of the Sales Agreement, Univest may sell the Shares, if any, only by methods deemed to be an “at
the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), including, without limitation, sales made directly through the NYSE American or any other trading market on which
the Company’s common stock is listed or quoted or to or through a market maker. In addition, subject to the terms and conditions
of the Sales Agreement, with the Company’s prior written consent, Univest may also sell Shares by any other method permitted
by law, or as may be required by the rules and regulations of the NYSE American or such other trading market on which the Company’s
common stock is listed or quoted, including, but not limited to, in negotiated transactions. Univest will use commercially reasonable
efforts consistent with its normal trading and sales practices to sell the Shares in accordance with the terms of the Sales Agreement
and any applicable placement notice. The Company cannot provide any assurances that Univest will sell any Shares pursuant to the
Sales Agreement.
The
Company made certain customary representations, warranties and covenants concerning the Company and the offering of the Shares.
Pursuant to the terms of the Sales Agreement, the Company also provided Univest with customary indemnification rights, including
indemnification against certain liabilities under the Securities Act. The Company will pay Univest a commission in cash equal
to 3% of the gross proceeds from the sale of the Shares under the Sales Agreement, if any. In addition, the Company has agreed
to reimburse Univest for its reasonable documented out-of-pocket expenses incurred in connection with the negotiation and execution
of the Sales Agreement up to a maximum amount of $18,000. The offering of Shares will terminate upon the earlier of (a) the second
(2nd) year anniversary of the date of the Sales Agreement, (b) the sale of all of the Shares subject to the Sales Agreement
and (c) the termination of the Sales Agreement by the Company or Univest. Either party may terminate the Sales Agreement in its
sole discretion at any time upon written notice to the other party.
A
copy of the Sales Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the material terms of the Sales Agreement
does not purport to be complete and is qualified in its entirety by reference to such Exhibit 1.1.
The
legal opinion of Michael W. Sanders relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1
hereto.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall
there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any state or other jurisdiction.
Item
8.01. Other Events.
The
information set forth in Item 1.01 with respect to the Sales Agreement is hereby incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
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.
Dated:
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January
27, 2021
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HOUSTON AMERICAN ENERGY CORP.
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By:
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/s/
John Terwilliger
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Name:
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John
Terwilliger
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Title:
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Chief
Executive Officer
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INDEX
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