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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): 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.) |
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)) |
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 2.02 Results of Operations and Financial Condition.
On
November 10, 2025, Houston American Energy Corp. (the “Company”) issued a press release, as described further below, which
included information with respect to certain preliminary unaudited financial results of the Company. For the three months ended September
30, 2025, the Company estimated total operating expenses of approximately $3.7 to $3.9 million; as of September 30, 2025, the Company
estimated cash and cash equivalents of approximately $1.5 million, estimated goodwill of approximately $13.0 million, a land asset of
approximately $8.6 million and estimated total debt of approximately $11.5 million.
The
estimated total operating costs for the quarter ended September 30, 2025 and the estimated cash and cash equivalents, goodwill, land
and debt as of September 30,2025 are preliminary and may change, and are based on information available to management as of the date
of this Current Report on Form 8-K (the “Report”) and are subject to completion by management of the financial statements
as of and for the quarter ended September 30, 2025. There can be no assurance that the Company’s total operating costs for the
quarter ended September 30, 2025 and the estimated cash and cash equivalents, goodwill and other assets as of September 30, 2025 will
not differ from these estimates and any such changes could be material. The preliminary financial data included in this Report has been
prepared by and is the responsibility of the Company’s management. The Company’s independent registered public accounting
firm has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly,
the Company’s independent registered public accounting firm does not express an opinion or any other form of assurance with respect
thereto. Complete quarterly results will be included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2025.
The
information included in Exhibit 99.1 shall be deemed filed for purposes of the Securities Exchange Act of 1934, as amended, and therefore
may be incorporated by reference in filings under the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On
November 10, 2025, the Company issued a press release entitled “Houston American Energy Corp. Reports Preliminary, Unaudited Results
for Third Quarter 2025”, a copy of which is attached and filed hereto as Exhibit 99.1.
Forward-Looking
Statements
This
Current Report on Form 8-K (this “Current Report”) includes “forward-looking statements” within the meaning
of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results of Houston
American Energy Corp. (the “Company”) may differ from its expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar expressions (or the
negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, expectations about the Company’s financial and operating results, including the
Company’s operating expenses, cash position, good will, land asset, and debt, and the Company’s initiatives and
undertakings, including the Company’s completed site acquisition; current and future development projects; appointment of a
new engineering and service provider; establishment of a new board of directors; and the Company’s future performance,
including its financial performance, and its ability to implement its strategies. These forward-looking statements are based on
management’s current opinions, expectations, beliefs, plans, objectives, assumptions and projections regarding financial
performance, prospects, future events and future results, and involve significant risks and uncertainties, as well as assumptions
that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include,
but are not limited to: the completion the Company’s quarter-end closing procedures for its financial statements for the
quarter ended September 30, 2025, the success, cost and timing of the Company’s development projects; the Company’s
operations with a new service provider; the Company’s operations under a new board of directors; changes in applicable laws or
regulations; the inability of the Company to raise financing in the future; the inability of the Company to maintain its existing or
future land assets; the expected effect from U.S. export controls and tariffs; the inability of the Company to compete with other
companies currently engaged in the development of services that the Company is currently developing; the Company’s estimates
regarding expenses, revenue, capital requirements and needs for additional financing; the Company’s financial performance; and
other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange
Commission, including those under “Risk Factors” therein. The Company cautions readers that the foregoing list of
factors is not exclusive and that readers should not place undue reliance upon any forward-looking statements, which speak only as
of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or
circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Houston American Energy Corp., dated November 10, 2025. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 10, 2025 |
|
|
| |
By: |
/s/
Edward Gillespie |
| |
Name:
|
Edward
Gillespie |
| |
Title: |
Chief
Executive Officer |
