[8-K] Houston American Energy Corp Reports Material Event

Rhea-AI Filing Summary

Houston American Energy (NYSE:HUSA) filed an 8-K announcing completion of a registered direct offering on 25-Jun-2025.

The company sold 81,629 common shares at $14.80 each, raising $1.2 million gross and roughly $1.0 million net after an 8% placement fee to Univest Securities plus expenses.

Proceeds are designated for general corporate purposes—capital expenditures, working capital and potential but currently uncommitted acquisitions. The issuance was made under shelf registration No. 333-282778. Key agreements (Securities Purchase Agreement and Placement Agency Agreement) and a legal opinion are filed as Exhibits 10.1, 10.2 and 5.1.

Positive

• Secured $1.0 million net in equity financing, strengthening liquidity without incurring debt
• Funds earmarked for capital expenditures and strategic flexibility that could support growth initiatives

Negative

• Issuance of 81,629 new shares dilutes existing shareholders
• 8% placement fee represents a high cost of capital for the company

Insights

Capital Markets Expert

TL;DR: $1 M net cash improves liquidity but adds dilution; funding cost is high.

The offering injects fresh capital without restrictive debt covenants, a plus for flexibility. However, the 8% placement fee equates to an effective cost of $0.08 per dollar raised—expensive for equity. Although only ~82k shares, any issuance matters for a micro-cap float and signals dependence on external capital. Investors should track further raises and share-count creep.

Energy Sector Analyst

TL;DR: Cash eases near-term needs; lack of project detail tempers strategic value.

Management lists capex, working capital and potential acquisitions as uses of proceeds but provides no timelines or identified assets. Without specifics, the raise’s impact on production growth or profitability is uncertain. The equity route maintains balance-sheet optionality yet could foreshadow additional dilution if cash requirements persist. Subsequent disclosures on capex deployment will be key to assessing return on this capital.

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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 24, 2025

HOUSTON AMERICAN ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-32955		76-0675953
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

801 Travis Street, Suite 1425 Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(713) 222-6966

(Registrant’s telephone number, including area code)

Not Applicable

(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 obligation 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)		Trading Name of each exchange on which registered
Common Stock, Par value $0.001		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 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement for Registered Direct Offering

On June 24, 2025, Houston American Energy Corp. (the “Company”) entered in a securities purchase agreement (the “Securities Purchase Agreement”) with the purchaser identified therein, pursuant to which the Company agreed to issue and sell 81,629 shares of the Company’s common stock (the “Offering Shares”) at a purchase price of $14.80 per share in a registered direct offering (the “Offering”). The Company received approximately $1.2 million in gross proceeds from the Offering, before deducting placement agent fees and estimated offering expenses.

The Offering was made pursuant to a shelf registration statement on Form S-3 (Registration File No. 333- 282778), which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 22, 2024, and amended by Amendment No. 1 thereto, which was filed with the Commission on October 31, 2024, and became effective on November 4, 2024, and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplement dated June 24, 2025.

The Offering closed on June 25, 2025. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include among other things, capital expenditures and working capital. The Company may also use such proceeds to fund acquisitions of businesses that complement the Company’s current business; however, the Company has no present plans, agreements or commitments with respect to any potential acquisition.

The Securities Purchase Agreement contains customary representations, warranties, covenants, and other agreements by the Company and the purchaser. The foregoing description of the Securities Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.

A copy of the opinion and consent of Norton Rose Fulbright US LLP, as legal counsel to the Company, regarding the legality of the issuance and sale of the Offering Shares is attached hereto as Exhibit 5.1 and Exhibit 23.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K is not an offer to sell any securities of the Company and is not soliciting an offer to buy such securities in any state where such offer and sale is not permitted.

Placement Agency Agreement

On June 24, 2025, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Univest Securities, LLC to act as the sole placement agent (the “Placement Agent”) in connection with the Offering. Pursuant to the Placement Agency Agreement, the Placement Agent is entitled to a fee equal to an aggregate of 8.0% of the proceeds received by the Company in the Offering and reimbursement of the Placement’s reasonable travel and other out-of-pocket expenses, including reasonable fees, costs and disbursement of its legal counsel, in an amount not to exceed an aggregate of $10,000.

The net proceeds of the Offering were approximately $1 million, after deducting the Placement Agent’s fees and other estimated offering expenses.

The Placement Agency Agreement contains customary representations, warranties, covenants, and other agreements by the Company and the Placement Agent. The foregoing description of the Placement Agency Agreement is only a summary and is qualified in its entirety by reference to the full text of the Placement Agency Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 24, 2025, the Company issued a press release announcing the launch of the Offering. The full text of the press release is attached as Exhibit 99.1, and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Norton Rose Fulbright US LLP.
10.1		Securities Purchase Agreement dated June 24, 2025, between Houston American Energy Corp. and the purchaser thereto.
10.2		Placement Agency Agreement dated June 24, 2025, between Univest Securities, LLC and Houston American Energy Corp.
23.1		Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1).
99.1		Press Release dated June 24, 2025.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HOUSTON AMERICAN ENERGY CORP.
Date: June 25, 2025	By:	/s/ Peter Longo
	Name:	Peter Longo
	Title:	Chief Executive Officer

FAQ

How many shares did HUSA issue in the June 2025 registered direct offering?

The company issued 81,629 common shares.

At what price were the new HUSA shares sold?

Shares were priced at $14.80 per share.

How much gross and net capital did HUSA raise from the offering?

HUSA raised $1.2 million gross and approximately $1.0 million net after fees and expenses.

What will HUSA use the proceeds from the offering for?

Proceeds are allocated to general corporate purposes, including capex, working capital and potential acquisitions with no current commitments.

Who acted as placement agent and what was its compensation?

Univest Securities LLC served as placement agent, receiving an 8% fee plus reimbursable expenses capped at $10,000.

Under which registration statement was the offering conducted?

The sale was made under shelf registration statement No. 333-282778, effective November 4, 2024.