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Houston American Energy Corp. amended its S-1 to register for resale up to 10,300,000 shares of common stock that may be issued under an equity line purchase agreement (the ELOC Purchase Agreement) with Tumim Stone Capital, providing the Company the ability to direct up to $100,000,000 of share sales over a 24-month term. Shares sold to Tumim would be priced at 96% of the lowest VWAP during a three-day measurement period and Tumim is subject to a 9.99% beneficial ownership cap. The Company controls the timing and amount of sales to Tumim. The Common Stock trades on NYSE American under HUSA and closed at $11.80 on July 29, 2025; a one-for-ten reverse split was effected on June 6, 2025.
The filing describes the Company’s strategic shift after completing the July 1, 2025 acquisition of Abundia Global Impact Group (AGIG) by issuing 31,778,032 shares equal to 94% of the combined equity at closing. AGIG brings a waste-to-renewable-fuels technology platform with a portfolio of 18 patents pending or granted and established off-take term sheets and partnerships. Material challenges disclosed include an accumulated deficit of $85,215,109 at December 31, 2024, an identified material weakness in internal controls, concentrated oil and gas operations with modest 2024 production (Reeves County: 3,468 barrels oil and 53,476 mcf gas; Yoakum County: 2,524 barrels oil), and substantial dilution and governance risks tied to the share issuances and AGIG unitholder control.
Houston American Energy Corp. completed a share exchange to acquire Abundia Global Impact Group (AGIG), adding a technology platform that converts waste plastics and biomass into renewable fuels and chemicals and asserting a backlog of development opportunities and off-take relationships. AGIG claims a commercially ready solution, a combination of proprietary and licensed technologies, and a portfolio of 18 patents pending or granted across multiple jurisdictions.
The Share Exchange issued 31,778,032 shares to the AGIG unitholders, representing approximately 94% of the combined company at closing, substantially diluting legacy HUSA holders. The company also registered up to 1,597,590 shares for resale by 3i, LP under a convertible note. HUSA is listed on NYSE American under HUSA and implemented a one-for-ten reverse stock split.
Material governance and financial concerns disclosed include an accumulated deficit of $85,215,109 as of December 31, 2024 and an identified material weakness in internal controls over financial reporting. The company notes limited employees and constrained funds adequate for current well expenses but not for a long-term drilling program.
Houston American Energy Corp. (HUSA) filed an 8-K detailing two financing transactions and a related asset purchase.
- $100 million Equity Line (ELOC): 24-month committed facility with an institutional investor. HUSA may sell shares at 96% of the lowest VWAP over the three trading days after each notice, subject to (a) one notice every three days, (b) ≥ $0.10 share price and (c) delivery caps tied to trading volume and $2 million per draw. NYSE American exchange cap limits issuances to 6,703,597 shares (19.9% of pre-deal float) unless shareholders approve more. Investor ownership is capped at 9.99%. HUSA paid a 300,000-share commitment fee and reimbursed $75k of legal costs.
- $5 million Senior Secured Convertible Note: $5.434 million principal (8% OID), 7% annual interest, July 10 2026 maturity. Note is secured by substantially all assets and a first-lien mortgage on a newly acquired property. Convertible any time at $10.92, with anti-dilution adjustments; default conversion price falls to 85% of the 10-day VWAP and default interest rises to 18%. Quarterly amortization requires repayment/convert of 25% of initial principal and interest each three months. Investor ownership limited to 4.99% (optionally 9.99%).
- Asset acquisition: Net note proceeds funded the $8.5 million cash purchase of a 25-acre site in Cedar Port Industrial Park, Baytown, TX, completed 11 Jul 2025.
The financings provide sizeable liquidity for growth but introduce dilution risk and secured leverage with stringent default terms.