Houston American SEC Filings

Abundia Global Impact Group, Inc. director reports open-market share purchase

Abundia Global Impact Group, Inc. director Matthew Henninger reported buying 9,500 shares of the company’s common stock on 12/19/2025. The Form 4 shows this was an open-market purchase at a price of $1.74 per share, increasing his holdings to 9,500 shares of common stock held directly.

This filing reflects an equity purchase by a board member rather than a sale, and it records his updated beneficial ownership position in Abundia Global Impact Group, Inc. following the transaction.

Abundia Global Impact Group, Inc. reported insider share purchases by Chief Executive Officer and director Edward Gillespie. On December 19, 2025, he bought 8,461 shares of common stock in open-market transactions at a weighted average price of $1.65 per share. On December 22, 2025, he bought an additional 30,000 shares in open-market trades at a weighted average price of $1.91 per share. Following these transactions, Gillespie directly beneficially owns 38,461 shares of Abundia Global Impact Group common stock.

Abundia Global Impact Group, Inc. reported insider share purchases by Chief Executive Officer and director Edward Gillespie. On December 19, 2025, he bought 8,461 shares of common stock in open-market transactions at a weighted average price of $1.65 per share. On December 22, 2025, he bought an additional 30,000 shares in open-market trades at a weighted average price of $1.91 per share. Following these transactions, Gillespie directly beneficially owns 38,461 shares of Abundia Global Impact Group common stock.

Abundia Global Impact Group, Inc., formerly Houston American Energy Corp., has changed its corporate name effective December 5, 2025 under a Delaware certificate of amendment approved by its board of directors. Under Delaware law, the name change did not require a stockholder vote and does not change stockholder rights.

The company’s common stock will begin trading on NYSE American under the new symbol “AGIG”, replacing “HUSA,” at the open of trading on December 8, 2025. The company also amended and restated its bylaws solely to reflect the new name, and there is no change to its CUSIP number. Stockholders are not required to take any action in connection with these changes.

Houston American Energy Corp. reported that it plans to change its corporate name to Abundia Global Impact Group Inc. The company also expects its NYSE American trading symbol for its common stock, par value $0.001 per share, to change from “HUSA” to “AGIG.”

The announcement was made through a press release dated November 25, 2025, which is included as an exhibit. The filing focuses on these branding and ticker changes and does not describe any changes to the company’s business operations or financial terms.

Houston American Energy Corp. entered into a Securities Purchase Agreement and closed a registered direct offering of 2,285,715 shares of common stock at $3.50 per share, generating aggregate gross proceeds of $8.0 million before fees and expenses. The shares were issued under an effective Form S-3 shelf registration and a prospectus supplement dated November 19, 2025.

The company engaged A.G.P./Alliance Global Partners as placement agent, agreeing to pay a cash fee equal to 7.0% of gross proceeds, with a reduced 3.5% fee for one existing investor relationship. Houston American Energy will also issue placement agent warrants covering 2.0% of the securities sold, with an exercise price equal to 110% of the share purchase price, and reimburse specified expenses up to stated caps. The company agreed to certain restrictions on issuing additional common stock or equivalents for 60 days after closing. The placement agent warrants and underlying shares were issued in a private placement relying on Section 4(a)(2) and/or Regulation D exemptions, and a press release announced the pricing of the offering.

Houston American Energy Corp. is offering 2,285,715 shares of common stock at $3.50 per share in a direct primary sale to institutional investors. This pricing implies gross proceeds of approximately $8,000,002.50, with about $7,493,902.32 expected to be received by the company before expenses and placement agent-related costs.

The company plans to use the cash primarily to pay about $1,035,590.69 due under a senior secured convertible note held by 3i, LP and $80,000 under a waiver agreement with Univest Securities, LLC, with the remainder going to working capital and general corporate purposes. Shares outstanding were 34,632,566 as of November 20, 2025 and are expected to increase to 36,918,281 after the offering, reflecting equity dilution for new and existing shareholders.

Houston American has recently shifted from being purely an oil and gas producer to operating mainly as a technology solutions company focused on converting waste plastics and biomass into renewable fuels and chemicals, while retaining its legacy energy assets. The filing highlights risks including potential volatility in the stock price, dilution from this and future equity financings, and dependence on successfully scaling its acquired Abundia Global Impact Group business.

Houston American Energy (HUSA) reported a major business transformation and significantly larger balance sheet for the quarter ended September 30, 2025, driven by its acquisition of Abundia Global Impact Group (AGIG). Total assets rose to $28.8 million, including $13.0 million of goodwill and $8.6 million of land for a planned plastics-to-pyrolysis oil recycling plant in Baytown, Texas. Shareholders’ equity improved to $16.5 million from a deficit at year-end 2024.

The company generated modest oil and gas revenue of $225,678 for the quarter, while recording a net loss of $7.0 million, and a $9.2 million loss for the nine-month period. Results reflected high general and administrative costs, issuance costs of derivative instruments of $3.3 million, and acquisition-related expenses.

HUSA now operates two segments: legacy oil and gas and a pre-revenue renewables business focused on converting waste plastics and biomass into low-carbon fuels and chemicals. Liquidity relies heavily on financing, including a $5.0 million HUSA senior secured convertible note, a $5.0 million AGIG convertible note extended to 2027, and a $100 million equity line of credit under which $1.6 million has been drawn. Management disclosed substantial doubt about the company’s ability to continue as a going concern within one year.

Houston American Energy Corp. filed a Notification of Late Filing stating it will submit its Quarterly Report on Form 10-Q for the period ended September 30, 2025 after the prescribed date allowed under Rule 12b-25. The company cites the complexity of preparing consolidated financial statements and notes following a July 2025 share exchange agreement, along with the need for additional time to complete XBRL interactive data, as key reasons for the delay. Management emphasizes the need for thorough and accurate financials, edgarization and XBRL processing and indicates it is working diligently to complete the filing within the Rule 12b-25 extension window. The company also expects a significant change in results of operations for the quarter ended September 30, 2025 compared to the three and six months ended March 30, 2025 and June 30, 2025 due to accounting for the share exchange as a reverse acquisition.

Houston American Energy Corp. plans to hold its 2025 annual meeting of stockholders on December 16, 2025. The board set November 13, 2025 as the record date to determine who may vote. Because this meeting date is more than 30 days after last year’s June 20, 2024 meeting, the company provided updated deadlines. Stockholder proposals under Rule 14a‑8, other nominations or business, and universal proxy notices under Rule 14a‑19 must be delivered by the close of business on November 24, 2025. The time and location will appear in the definitive proxy.

Houston American Energy Corp. filed its definitive proxy for the 2025 Annual Meeting, to be held virtually on December 16, 2025 at 11:00 a.m. CST. Stockholders will vote to elect five directors, ratify CBIZ CPAs P.C. as independent auditor, and approve a non-binding advisory resolution on executive compensation.

The record date is November 13, 2025, with 34,632,566 shares of common stock outstanding and entitled to vote. The Board recommends voting FOR all proposals and describes plurality voting for directors and majority of votes cast for Proposals 2 and 3.

The proxy notes a July 1, 2025 share exchange that resulted in a change of control: Abundia Financial held 84.6% and Bower Family Holdings, LLC held 10.4% of outstanding shares immediately after closing; a 1‑for‑10 reverse split occurred on June 6, 2025. The audit committee previously dismissed Baker Tilly and Marcum and appointed CBIZ on October 2, 2025. Related-party items include a November 12, 2025 assignment under which Bower Family Holdings acquired the majority of a senior secured convertible note with $3,500,000 principal (originally issued July 10, 2025 in $5,434,783 principal).