Current Report Filing (8-k)
November 18 2022 - 04:08PM
Edgar (US Regulatory)
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2022-11-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
November 18, 2022
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HOUSTON
AMERICAN ENERGY CORP. |
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(Exact
name of registrant as specified in its charter) |
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Delaware |
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1-32955 |
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76-0675953 |
(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
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(Address
of principal executive offices, including zip code) |
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713-222-6966 |
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(Registrant’s
telephone number,
including
area code)
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(Former
name or former address, if changed since last report) |
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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) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
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 |
Common Stock, par value $0.001 per share |
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HUSA |
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NYSE American |
Item
1.01. Entry into a Material Definitive Agreement.
On
November 18, 2022, 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
$3,500,000 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 November 18, 2022, to the
Company’s previously filed and currently effective shelf
Registration Statement on Form S-3 (Registration No. 333-267163).
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 $25,000. 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.
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HOUSTON
AMERICAN ENERGY CORP. |
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Dated:
November 18, 2022 |
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By: |
/s/
John Terwilliger |
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Name: |
John
Terwilliger |
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Title: |
Chief
Executive Officer |
INDEX
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