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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): October 9, 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.) |
801
Travis Street, Suite 1425
Houston,
Texas 77002
(Address
of principal executive offices, including zip code)
713-222-6966
(Registrant’s
telephone number, including area code)
(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)) |
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. ☐
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 |
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment
to Certificate of Incorporation
On
October 9, 2025, Houston American Energy Corp. (the “Company”) filed a certificate of amendment (the “Certificate of
Amendment”) to its certificate of incorporation, as amended (the “Certificate of Incorporation”), with the Secretary
of State of the State of Delaware, pursuant to which the Certificate of Incorporation was amended to declassify the Company’s Board
of Directors (the “Board”) so that all current and future members of the Board will be elected annually following the effectiveness
of the Certificate of Amendment.
The
Certificate of Amendment was approved by each of the Board and by a majority of the Company’s stockholders by written consent,
in lieu of meetings of the Board and such stockholders, respectively, on September 8, 2025.
Amendment
to Bylaws
On
September 8, 2025, the Board approved an amendment (the “Bylaws Amendment”) to the Company’s amended and restated bylaws
(the “Bylaws”) in order to make conforming changes to the Bylaws for the purpose of declassifying the Board. The Bylaws Amendment
became effective on October 9, 2025.
The
foregoing descriptions of the Certificate of Amendment and the Bylaws Amendment do not purport to be complete and are each qualified
in their entirety by reference to the full text of the Certificate of Amendment and the Bylaws Amendment, respectively. The Certificate
of Amendment and the Bylaws Amendment are filed as Exhibits 3.1(i) and 3.1(ii) to this Current Report on Form 8-K, respectively, and
are each incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 3.1(i) |
|
Certificate of Amendment to the Certificate of Incorporation of Houston American Energy Corp., effective on October 9, 2025 |
| 3.1(ii) |
|
Amendment to the Amended and Restated Bylaws of Houston American Energy Corp., effective on October 9, 2025 |
| 104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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:
October 15, 2025 |
|
|
| |
By: |
/s/
Edward Gillespie |
| |
Name:
|
Edward
Gillespie |
| |
Title: |
Chief
Executive Officer |
