[D] Houston American Energy Corp SEC Filing

Rhea-AI Filing Summary

Houston American Energy Corp (HUSA) filed a Form D disclosing completion of a $5.43 million private placement under Regulation D Rule 506(b).

• Securities: Convertible note that can be exchanged into common stock (par $0.001), plus associated warrant/right; classified as debt and “other.”
• Proceeds: Entire $5,434,783 already sold to one accredited investor; no remaining balance.
• Timing: First sale 10 Jul 2025; offering will not exceed one year.
• Fees: $0 sales commissions, finder’s fees or insider payments, lowering cost of capital.
• Issuer data: Delaware corporation, Oil & Gas sector, HQ Houston, TX.

The financing strengthens near-term liquidity without immediate cash outflows. However, conversion rights introduce potential dilution for existing shareholders. Management has not specified use of proceeds, implying funds will support general corporate purposes or development activities.

Positive

• $5.43 M in gross proceeds fully funded, bolstering liquidity without incremental fees.
• No sales commissions or insider payments, maximizing net cash infusion.
• Convertible structure may align new investor interests with company performance.

Negative

• Convertible debt can dilute existing shareholders upon conversion.
• Capital raise indicates reliance on external financing, reflecting limited internal cash generation.

Insights

Financial Analyst

TL;DR: $5.4 M cash secured via convertible note; liquidity up, dilution risk neutralizes upside.

The completed Rule 506(b) placement injects meaningful cash relative to HUSA’s micro-cap profile while avoiding commission leakage. A single accredited investor simplifies governance and suggests negotiated terms. Because the note converts into equity, the effective cost of capital hinges on conversion price—information not yet disclosed—making the transaction neither clearly accretive nor destructive. Lack of earmarked insider payments is shareholder-friendly. Overall capital structure flexibility improves, but dilution overhang tempers enthusiasm.

Oil & Gas Specialist

TL;DR: Fresh capital positions HUSA to fund drilling or acreage deals amid volatile commodity prices.

In the E&P space, small operators often struggle to finance exploration cycles. Securing $5.4 M without brokerage costs enhances cash efficiency—roughly equal to a modest two-well program in certain onshore basins. If allocated to drilling, this raise could lift proved reserves and production, supporting valuation. Convertible structure aligns investor upside with project success, a positive signal. Shareholder dilution remains a concern but is typical for junior oil firms. Net impact skews modestly positive.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001156041

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

HOUSTON AMERICAN ENERGY CORP

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
HOUSTON AMERICAN ENERGY CORP
Street Address 1		Street Address 2
801 TRAVIS STREET		SUITE 1425
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HOUSTON	TEXAS	77002	713-222-6966

3. Related Persons

Last Name	First Name	Middle Name
Gillespie	Edward
Street Address 1	Street Address 2
801 Travis Street	Suite 1425
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77002

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Harwood	Lucie
Street Address 1	Street Address 2
801 Travis Street	Suite 1425
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77002

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Gasik	Joseph
Street Address 1	Street Address 2
801 Travis Street	Suite 1425
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77002

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer and Secretary

Last Name	First Name	Middle Name
Longo	Peter
Street Address 1	Street Address 2
801 Travis Street	Suite 1425
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77002

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Henninger	Matthew
Street Address 1	Street Address 2
801 Travis Street	Suite 1425
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77002

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Grimes	Keith
Street Address 1	Street Address 2
801 Travis Street	Suite 1425
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77002

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bailey	Robert
Street Address 1	Street Address 2
801 Travis Street	Suite 1425
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77002

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

X Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-10				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		The convertible note is convertible into the company's common stock, par value $0.001 per share.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$5,434,783	USD	or Indefinite
Total Amount Sold	$5,434,783	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
HOUSTON AMERICAN ENERGY CORP	/s/ Edward Gillespie	Edward Gillespie	Chief Executive Officer	2025-07-24

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much capital did Houston American Energy (HUSA) raise in the Form D offering?

The company raised $5,434,783 in gross proceeds, all of which has already been sold.

What type of security was issued in HUSA's July 2025 private placement?

A convertible note that can be exchanged into Houston American Energy common stock, along with related rights.

Were any sales commissions or finder's fees paid in connection with the HUSA offering?

No. The filing lists $0 for both sales commissions and finder's fees.

How many investors participated in Houston American Energy's Reg D financing?

Only one accredited investor purchased the entire offering.

Does the convertible note create dilution risk for HUSA shareholders?

Yes. When the note converts to equity, existing shareholders could experience dilution depending on the conversion terms.