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

Rhea-AI Filing Summary

Houston American Energy has completed a registered direct offering on June 20, 2025, raising $2.37 million in gross proceeds. The offering consisted of:

• 174,100 shares of common stock
• Pre-funded warrants to purchase up to 49,662 shares at $0.001 per share

The pre-funded warrants were issued to accommodate purchasers who would otherwise exceed ownership thresholds of 4.99% (or 9.99% at holder's election) of outstanding common stock. Univest Securities served as the sole placement agent. The offering was conducted under the company's effective shelf registration statement from November 4, 2024, with a prospectus supplement dated June 18, 2025.

Positive

• Company secured $2.37 million in gross proceeds through a registered direct offering, strengthening its capital position

Negative

• The offering structure with pre-funded warrants suggests potential dilution for existing shareholders
• The need for immediate capital raising may indicate cash flow pressures

Insights

Energy Finance Analyst

HUSA raised $2.37M through stock and warrant offering, bolstering liquidity without significant shareholder dilution.

Houston American Energy has successfully completed a registered direct offering, raising approximately $2.37 million in gross proceeds before deducting fees and expenses. The financing consisted of 174,100 common shares and pre-funded warrants to purchase an additional 49,662 shares at a nominal exercise price of $0.001 per share. The warrants structure was strategically designed to accommodate investors who would otherwise exceed ownership thresholds of 4.99% or 9.99%, allowing for broader institutional participation.

This capital injection comes at a critical time for smaller energy companies navigating the volatile commodities market. The offering's structure - using the company's existing shelf registration statement - demonstrates management's ability to efficiently access capital markets with minimal delays. Univest Securities served as the sole placement agent, suggesting a targeted approach to institutional investors rather than a broader marketed offering.

While the specific intended use of proceeds wasn't disclosed, companies of HUSA's profile typically deploy such capital toward exploration activities, development of existing assets, or debt reduction. The relatively modest size of the offering indicates a balanced approach to fundraising that should provide working capital without excessive shareholder dilution. This financing enhances HUSA's financial flexibility while maintaining a reasonable capital structure.

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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 20, 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 8.01. Other Events.

On June 20, 2025, Houston American Energy Corp. (the “Company”), pursuant to a securities purchase agreement with the purchaser identified thereto, closed a registered direct offering (the “Offering”) of (i) 174,100 shares of common stock (the “Shares”), par value $0.001 per share of the Company (“Common Stock”); and (ii) pre-funded warrants to purchase up to 49,662 shares of Common Stock at an exercise price of $0.001 per share (the “Pre-Funded Warrant Shares”), issuable to the purchaser whose purchase of shares of Common Stock would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering (the “Pre-Funded Warrants”). The Company received gross proceeds of approximately $2.37 million, before deducting discounts, commissions and other offering expenses. Univest Securities, LLC acted as the sole placement agent in connection with the Offering pursuant to a placement agency agreement.

As previously disclosed in the Company’s Current Report on Form 8-K filed on June 18, 2025 with the U.S. Securities and Exchange Commission (the “SEC”), the Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares were registered under the Securities Act of 1933, as amended, pursuant to a prospectus supplement to the Company’s currently effective shelf registration statement, which was initially filed with the SEC on October 22, 2024, amended by Amendment No. 1 thereto, which was filed with the SEC on October 31, 2024, and was declared effective on November 4, 2024, and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplement dated June 18, 2025.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Norton Rose Fulbright US LLP.
23.1		Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1).
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 20, 2025	By:	/s/ Peter Longo
	Name:	Peter Longo
	Title:	Chief Executive Officer

FAQ

How much did HUSA raise in its June 2025 registered direct offering?

HUSA raised gross proceeds of approximately $2.37 million through the registered direct offering that closed on June 20, 2025, before deducting discounts, commissions and other offering expenses.

What securities did HUSA issue in its June 2025 offering?

HUSA issued two types of securities: (1) 174,100 shares of common stock, and (2) pre-funded warrants to purchase up to 49,662 shares of Common Stock at an exercise price of $0.001 per share.

Who was the placement agent for HUSA's June 2025 offering?

Univest Securities, LLC acted as the sole placement agent for the offering pursuant to a placement agency agreement.

What ownership limitations were placed on HUSA's pre-funded warrants?

The pre-funded warrants were issued to purchasers whose buying of common stock would result in them owning more than 4.99% (or at the holder's election, 9.99%) of HUSA's outstanding Common Stock immediately following the offering's completion.

When was HUSA's shelf registration statement declared effective?

HUSA's shelf registration statement was initially filed on October 22, 2024, amended on October 31, 2024, and was declared effective by the SEC on November 4, 2024.