false
0001156041
0001156041
2025-11-14
2025-11-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 14, 2025 (November 10, 2025)
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.) |
1300
Post Oak Blvd., Suite 1305
Houston, Texas 77056
(Address
of principal executive offices, including zip code)
(713)
322-8818
(Registrant’s
telephone number,
including
area code)
801
Travis Street, Suite 1425
Houston,
Texas 77002
(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
5.08 Shareholder Director Nominations
Houston
American Energy Corp. (the “Company”) intends to hold its 2025 annual meeting of stockholders (the “2025 Annual Meeting”)
on December 16, 2025. The Company has set the close of business on November 13, 2025, as the record date for the determination of stockholders
who are entitled to notice of, and to vote at, the 2025 Annual Meeting and any adjournments thereof. The time and location of the 2025
Annual Meeting will be specified in the Company’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting.
The
Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) was held on June 20, 2024. As the date of
the 2025 Annual Meeting will have been changed by more than 30 days from the one-year anniversary of the 2024 Annual Meeting, the Company
is informing stockholders of this change in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and is informing stockholders of the new dates described below for submitting stockholder proposals and
other matters.
Pursuant
to Rule 14a-8 of the Exchange Act, a stockholder intending to present a proposal to be included in the proxy statement for the 2025
Annual Meeting must deliver the proposal in writing to the Company’s Secretary at its corporate office at 1300 Post Oak Blvd.,
Suite 1305, Houston, Texas 77056 no later than the close of business on November 24, 2025. In addition to complying with such
deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2025 Annual
Meeting must also comply with Delaware law as well as all applicable rules and regulations promulgated by the U.S. Securities and
Exchange Commission under the Exchange Act. Any director nominations and stockholder proposals received after such deadline will be
considered untimely and will not be considered for inclusion in the proxy materials for the 2025 Annual Meeting nor will it be
considered at the 2025 Annual Meeting.
In
addition, any stockholder who wishes to make a nomination or introduce an item of business at the 2025 Annual Meeting, other than pursuant
to Rule 14a-8 under the Exchange Act, must deliver proper notice to us in writing to our Corporate Secretary at our corporate office
at 1300 Post Oak Blvd., Suite 1305, Houston, Texas 77056 not later than the close of business on November 24, 2025.
In
addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees
other than the Company’s nominees must provide notice in writing to our Corporate Secretary at our corporate office at 1300 Post
Oak Blvd., Suite 1305, Houston, Texas 77056 setting forth the information required by Rule 14a-19 under the Exchange Act no later than
the close of business on November 24, 2025.
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:
November 14, 2025 |
|
|
| |
|
|
| |
By: |
/s/
Edward Gillespie |
| |
Name: |
Edward
Gillespie |
| |
Title: |
Chief
Executive Officer |
