Houston American SEC Filings

Houston American Energy Corp. entered into a Securities Purchase Agreement and closed a registered direct offering of 2,285,715 shares of common stock at $3.50 per share, generating aggregate gross proceeds of $8.0 million before fees and expenses. The shares were issued under an effective Form S-3 shelf registration and a prospectus supplement dated November 19, 2025.

The company engaged A.G.P./Alliance Global Partners as placement agent, agreeing to pay a cash fee equal to 7.0% of gross proceeds, with a reduced 3.5% fee for one existing investor relationship. Houston American Energy will also issue placement agent warrants covering 2.0% of the securities sold, with an exercise price equal to 110% of the share purchase price, and reimburse specified expenses up to stated caps. The company agreed to certain restrictions on issuing additional common stock or equivalents for 60 days after closing. The placement agent warrants and underlying shares were issued in a private placement relying on Section 4(a)(2) and/or Regulation D exemptions, and a press release announced the pricing of the offering.

Houston American Energy Corp. is offering 2,285,715 shares of common stock at $3.50 per share in a direct primary sale to institutional investors. This pricing implies gross proceeds of approximately $8,000,002.50, with about $7,493,902.32 expected to be received by the company before expenses and placement agent-related costs.

The company plans to use the cash primarily to pay about $1,035,590.69 due under a senior secured convertible note held by 3i, LP and $80,000 under a waiver agreement with Univest Securities, LLC, with the remainder going to working capital and general corporate purposes. Shares outstanding were 34,632,566 as of November 20, 2025 and are expected to increase to 36,918,281 after the offering, reflecting equity dilution for new and existing shareholders.

Houston American has recently shifted from being purely an oil and gas producer to operating mainly as a technology solutions company focused on converting waste plastics and biomass into renewable fuels and chemicals, while retaining its legacy energy assets. The filing highlights risks including potential volatility in the stock price, dilution from this and future equity financings, and dependence on successfully scaling its acquired Abundia Global Impact Group business.

Houston American Energy (HUSA) reported a major business transformation and significantly larger balance sheet for the quarter ended September 30, 2025, driven by its acquisition of Abundia Global Impact Group (AGIG). Total assets rose to $28.8 million, including $13.0 million of goodwill and $8.6 million of land for a planned plastics-to-pyrolysis oil recycling plant in Baytown, Texas. Shareholders’ equity improved to $16.5 million from a deficit at year-end 2024.

The company generated modest oil and gas revenue of $225,678 for the quarter, while recording a net loss of $7.0 million, and a $9.2 million loss for the nine-month period. Results reflected high general and administrative costs, issuance costs of derivative instruments of $3.3 million, and acquisition-related expenses.

HUSA now operates two segments: legacy oil and gas and a pre-revenue renewables business focused on converting waste plastics and biomass into low-carbon fuels and chemicals. Liquidity relies heavily on financing, including a $5.0 million HUSA senior secured convertible note, a $5.0 million AGIG convertible note extended to 2027, and a $100 million equity line of credit under which $1.6 million has been drawn. Management disclosed substantial doubt about the company’s ability to continue as a going concern within one year.

Houston American Energy Corp. filed a Notification of Late Filing stating it will submit its Quarterly Report on Form 10-Q for the period ended September 30, 2025 after the prescribed date allowed under Rule 12b-25. The company cites the complexity of preparing consolidated financial statements and notes following a July 2025 share exchange agreement, along with the need for additional time to complete XBRL interactive data, as key reasons for the delay. Management emphasizes the need for thorough and accurate financials, edgarization and XBRL processing and indicates it is working diligently to complete the filing within the Rule 12b-25 extension window. The company also expects a significant change in results of operations for the quarter ended September 30, 2025 compared to the three and six months ended March 30, 2025 and June 30, 2025 due to accounting for the share exchange as a reverse acquisition.

Houston American Energy Corp. plans to hold its 2025 annual meeting of stockholders on December 16, 2025. The board set November 13, 2025 as the record date to determine who may vote. Because this meeting date is more than 30 days after last year’s June 20, 2024 meeting, the company provided updated deadlines. Stockholder proposals under Rule 14a‑8, other nominations or business, and universal proxy notices under Rule 14a‑19 must be delivered by the close of business on November 24, 2025. The time and location will appear in the definitive proxy.

Houston American Energy Corp. filed its definitive proxy for the 2025 Annual Meeting, to be held virtually on December 16, 2025 at 11:00 a.m. CST. Stockholders will vote to elect five directors, ratify CBIZ CPAs P.C. as independent auditor, and approve a non-binding advisory resolution on executive compensation.

The record date is November 13, 2025, with 34,632,566 shares of common stock outstanding and entitled to vote. The Board recommends voting FOR all proposals and describes plurality voting for directors and majority of votes cast for Proposals 2 and 3.

The proxy notes a July 1, 2025 share exchange that resulted in a change of control: Abundia Financial held 84.6% and Bower Family Holdings, LLC held 10.4% of outstanding shares immediately after closing; a 1‑for‑10 reverse split occurred on June 6, 2025. The audit committee previously dismissed Baker Tilly and Marcum and appointed CBIZ on October 2, 2025. Related-party items include a November 12, 2025 assignment under which Bower Family Holdings acquired the majority of a senior secured convertible note with $3,500,000 principal (originally issued July 10, 2025 in $5,434,783 principal).

Houston American Energy Corp. (HUSA) filed an 8-K announcing preliminary, unaudited figures for Q3 2025. For the three months ended September 30, 2025, the company estimates total operating expenses of $3.7 to $3.9 million.

As of September 30, 2025, the company estimates cash and cash equivalents of $1.5 million, goodwill of $13.0 million, a land asset of $8.6 million, and total debt of $11.5 million. Management emphasized these numbers are preliminary, subject to change upon completion of quarter-end procedures, and have not been audited or reviewed by the independent auditor. Final results will be provided in the forthcoming Form 10-Q.

Houston American Energy Corp. amended its governing documents to declassify its Board of Directors, moving to annual elections for all directors after effectiveness. The company filed a Certificate of Amendment with Delaware on October 9, 2025, making the change effective.

The Board and a majority of stockholders approved the declassification by written consent on September 8, 2025. The Board also adopted a conforming Bylaws amendment, which became effective on October 9, 2025. This aligns the certificate and bylaws to provide for annual director elections going forward.

Houston American Energy Corp. filed Amendment No. 2 to its shelf registration statement to register up to $300,000,000 of securities, with automatic effectiveness 20 days after filing pursuant to Rule 473(b).

The base prospectus covers common stock, preferred stock, debt securities, warrants, rights, and units to be offered from time to time, with specific terms and any underwriters or agents to be detailed in future prospectus supplements. The company’s common stock trades on NYSE American under “HUSA”; the last reported sale price was $5.77 on October 14, 2025.

The prospectus highlights a strategic shift alongside legacy oil and gas assets following the July 2025 acquisition of Abundia Global Impact Group (AGIG), focused on converting waste into renewable fuels and chemicals. Risk disclosures note recurring operating losses, an accumulated deficit of $88,042,432 as of June 30, 2025, and material weaknesses in internal controls, along with industry-specific operational and regulatory risks.