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): June 23, 2020

 

HOUSTON AMERICAN ENERGY CORP.

 

(Exact name of registrant as specified in its charter)

 

Delaware   1-32955   76-0675953
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

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):

 

[  ]

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))

 

Securities registered pursuant to Section 12(b) of the Act

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   HUSA   NYSE American

 

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 8.01Other Events.

 

On June 23, 2020, Houston American Energy Corp. (the “Company”) issued a press release announcing that it convened and then adjourned, without conducting any business, its annual meeting of stockholders (the “Annual Meeting”) until Friday, July 17, 2020, at 10:00 a.m., central time, at which time the Company’s stockholders will vote on the proposals to be considered at the Annual Meeting (subject to any potential additional adjournments), including Proposal 2, approval of an amendment to the Company’s certificate of incorporation to provide the Board of Directors the flexibility to effect a reverse stock split of the Company’s common stock. The Annual Meeting will be held as a virtual meeting. The Annual Meeting was adjourned in order to solicit additional proxies for Proposal 2.

 

Item 9.01.Financial Statements and Exhibits.

 

  (c) Exhibits

 

  99.1

Press Release, dated June 23, 2020

 

 
 

 

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.

 

  HOUSTON AMERICAN ENERGY CORP.
     
Dated: June 23, 2020    
     
  By: /s/ James Schoonover
  Name: James Schoonover
  Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

HOUSTON AMERICAN ENERGY ANNOUNCES ADJOURNMENT OF ITS

ANNUAL MEETING TO FRIDAY, JULY 17, 2020

 

Houston, TX – June 23, 2020 – Houston American Energy Corp. (NYSE American: HUSA) today announced that it convened and then adjourned, without conducting any business, its virtual annual meeting of stockholders (the “Annual Meeting”) held on June 23, 2020, at 10:00 a.m., central time, until Friday, July 17, 2020 at 10:00 a.m., central time, at which time the Company’s stockholders will vote on the proposals to be considered at the Annual Meeting (subject to any potential additional adjournments), including Proposal 2, approval of an amendment to the Company’s certificate of incorporation to provide the Board of Directors the flexibility to effect a reverse stock split of the Company’s common stock.

 

The Annual Meeting will still be held as a virtual meeting. The Annual Meeting was adjourned in order to solicit additional proxies for Proposal 2. At the time of the meeting, a substantial majority of the shares that had been voted on Proposal 2 had been voted in its favor; however, the favorable votes were less than the majority of all outstanding shares of the Company’s voting stock needed for approval.

 

The Board of Directors believes approval of Proposal 2 is in the best interests of the Company and its stockholders because the NYSE American LLC, on which the Company’s common stock is listed, has notified the Company that a reverse split is necessary to maintain the listing of the common stock on the NYSE American. The NYSE American has granted the Company additional time until the Annual Meeting to implement a reverse stock split. A delisting of the common stock could significantly impair the Company’s ability to raise additional capital; result in lower prices for the Company’s common stock and larger spreads in the bid and ask prices for the common stock; and impact the liquidity of the Company’s common stock. Proposal 2 is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on May 12, 2020, furnished to stockholders in connection with the Annual Meeting.

 

The Company encourages any stockholder that has not yet voted its shares or is uncertain if their shares have been voted to contact their broker or bank. The Board of Directors and management respectfully requests stockholders as of the record date, May 6, 2020, to please vote their proxies as soon as possible. Stockholders who have previously submitted their proxy or otherwise voted for the Annual Meeting and who do not want to change their vote need not take any action.

 

About Houston American Energy Corp.

 


Based in Houston, Texas, Houston American Energy Corp. is a publicly-traded independent energy company with interests in oil and natural gas wells, minerals and prospects. The company’s business strategy includes a property mix of producing and non-producing assets with a focus on the Permian Basin in Texas, Louisiana and Colombia.

 

For additional information, view the company’s website at www.houstonamerican.com or contact Houston American Energy Corp. at (713) 222-6966.