Houston American SEC Filings

Houston American Energy Corp is asking stockholders to approve four corporate actions: authorization to issue purchase shares for a committed equity financing, authorization to issue conversion shares for a convertible note financing, adoption of a 2025 Equity Incentive Plan, and an amendment to the certificate of incorporation to declassify the board. The information statement includes ownership details showing Abundia Financial, LLC holds 27,599,221 shares (80.9%).

The filing discloses executive and director compensation items and historical totals for a named former CEO: John Terwilliger reported $261,225 in 2024, $442,940 in 2023, and $751,294 in 2022. Director and officer equity grants and option exercises are summarized and a proposed 2025 plan text is appended.

Houston American Energy Corp filed an 8-K dated September 8, 2025, that contains limited disclosure: several standard solicitation checkboxes are unchecked, and the filing lists named individuals with associated numeric values—Robert Bailey (56,000), Michelle McLaughlin (10,000), a group described as "All current directors who are not Company executive officers as a group" (96,000), and "All current Company employees...as a group" (10,000). The form is signed by Edward Gillespie as Chief Executive Officer and dated September 11, 2025. The filing provides discrete data points but offers no explanatory narrative or context for the numbers presented.

Houston American Energy Corp. filed a Preliminary Information Statement asking stockholders to vote on four proposals: approve issuance of purchase shares for a committed equity financing, approve issuance of conversion shares for a convertible note financing, approve a 2025 Equity Incentive Plan, and approve an amendment to declassify the board. The document discloses a large shareholder, Abundia Financial, holding 27,599,221 shares (81.0%), lists individual director and officer holdings, and provides appointment and resignation dates for certain executives including Peter Longo and John Terwilliger. The statement references NYSE American requirements for stockholder approval and includes the form of the 2025 Plan and the declassification amendment as appendices.

Houston American Energy Corp. amended its S-1 to register for resale up to 10,300,000 shares of common stock that may be issued under an equity line purchase agreement (the ELOC Purchase Agreement) with Tumim Stone Capital, providing the Company the ability to direct up to $100,000,000 of share sales over a 24-month term. Shares sold to Tumim would be priced at 96% of the lowest VWAP during a three-day measurement period and Tumim is subject to a 9.99% beneficial ownership cap. The Company controls the timing and amount of sales to Tumim. The Common Stock trades on NYSE American under HUSA and closed at $11.80 on July 29, 2025; a one-for-ten reverse split was effected on June 6, 2025.

The filing describes the Company’s strategic shift after completing the July 1, 2025 acquisition of Abundia Global Impact Group (AGIG) by issuing 31,778,032 shares equal to 94% of the combined equity at closing. AGIG brings a waste-to-renewable-fuels technology platform with a portfolio of 18 patents pending or granted and established off-take term sheets and partnerships. Material challenges disclosed include an accumulated deficit of $85,215,109 at December 31, 2024, an identified material weakness in internal controls, concentrated oil and gas operations with modest 2024 production (Reeves County: 3,468 barrels oil and 53,476 mcf gas; Yoakum County: 2,524 barrels oil), and substantial dilution and governance risks tied to the share issuances and AGIG unitholder control.

Houston American Energy Corp. completed a share exchange to acquire Abundia Global Impact Group (AGIG), adding a technology platform that converts waste plastics and biomass into renewable fuels and chemicals and asserting a backlog of development opportunities and off-take relationships. AGIG claims a commercially ready solution, a combination of proprietary and licensed technologies, and a portfolio of 18 patents pending or granted across multiple jurisdictions.

The Share Exchange issued 31,778,032 shares to the AGIG unitholders, representing approximately 94% of the combined company at closing, substantially diluting legacy HUSA holders. The company also registered up to 1,597,590 shares for resale by 3i, LP under a convertible note. HUSA is listed on NYSE American under HUSA and implemented a one-for-ten reverse stock split.

Material governance and financial concerns disclosed include an accumulated deficit of $85,215,109 as of December 31, 2024 and an identified material weakness in internal controls over financial reporting. The company notes limited employees and constrained funds adequate for current well expenses but not for a long-term drilling program.