[144] UMB Financial Corporation SEC Filing

Rhea-AI Filing Summary

Houston American Energy Corp. (NYSE American: HUSA) filed a Form S-1 to register up to 10,300,000 shares for resale by Tumim Stone Capital. The shares may be issued under a $100 million, 24-month equity line of credit (ELOC) that prices draws at 96 % of the lowest three-day VWAP and caps Tumim’s ownership at 9.99 %. HUSA will not receive proceeds from Tumim’s secondary sales but may tap the ELOC for future funding; Univest Securities earns a 1.5 % fee on each draw.

Strategic moves reshape the company. On 1 Jul 2025 HUSA closed the all-stock acquisition of Abundia Global Impact Group (AGIG), issuing 31.8 million new shares (94 % of post-close equity) and appointing Edward Gillespie CEO. AGIG owns 18 patents for converting waste plastics/biomass into renewable fuels and has early offtake contracts. A 1-for-10 reverse split became effective 6 Jun 2025, and the firm divested its 18 % stake in Hupecol Meta for $1 plus liabilities.

Legacy oil & gas assets remain in the Permian Basin and Louisiana (2024 output ≈6 Mboe). HUSA, a smaller reporting company with only two employees, carries an $85.2 million accumulated deficit and a material control weakness. The prospectus warns of substantial dilution, commodity-price exposure, execution risk in integrating AGIG and reliance on external capital.

Positive

• $100 million ELOC provides flexible, non-debt capital access.
• Acquisition of AGIG adds renewable-energy platform with 18 patents and early offtake agreements.
• Reverse stock split supports continued NYSE American listing.
• New management team with sector expertise installed post-transaction.

Negative

• Substantial dilution: 10.3 m resale shares plus 31.8 m shares issued for AGIG (94 % of equity).
• Shares sold to Tumim priced at a 4 % discount to VWAP, incentivising immediate resale pressure.
• Company has $85 m accumulated deficit, recurring losses and only two employees.
• Material weakness in internal controls remains unremediated.
• Divestiture of Hupecol Meta for $1 suggests limited value of certain legacy assets.

Insights

Financial Analyst

TL;DR – Flexible $100 m equity line, but resale dilution tempers capital upside.

The ELOC gives HUSA discretionary, non-debt liquidity at market-linked pricing, useful for funding AGIG projects without immediate balance-sheet strain. However, registering 10.3 m shares (≈23 % of post-offering float) at a 4 % discount pressures valuation and may cap share-price rallies. Reverse split supports NYSE compliance but does not change economics. Net: funding option offsets some financial risk, yet dilution and historical losses keep the equity story neutral.

Energy Transition Specialist

TL;DR – AGIG gives renewables exposure, yet integration and execution risks are high.

The share-for-share AGIG deal pivots HUSA toward waste-to-fuel technologies with perceived secular tailwinds. AGIG’s patent portfolio and initial offtake term sheets are positives, but the 94 % equity transfer leaves legacy holders with minimal stake, and commercialization requires considerable capex. HUSA’s limited staff, internal-control weakness and modest hydrocarbon cash flow raise questions about whether the ELOC alone can fund scale-up. Overall impact viewed as modestly negative until integration milestones and funding clarity emerge.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Capital Institutional Services 1700 Pacific Ave. Suite 1000 Dallas TX 75201	576	63820.80	75928255	08/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	04/18/2008	Gift	R.C. Kemper, Jr.		01/05/1970	173627		NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
R C Kemper Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	05/01/2025	1250	122043.50
R C Kemper Jr Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	05/01/2025	2550	248968.74
Bebe & Crosby Kemper Foundation for the Arts 1010 Grand Boulevard Kansas City MO 64106	Common Stock	05/01/2025	576	56237.64
R C Kemper Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	07/01/2025	1250	131784.38
R C Kemper Jr Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	07/01/2025	2550	268840.12
Bebe & Crosby Kemper Foundation for the Arts 1010 Grand Boulevard Kansas City MO 64106	Common Stock	07/01/2025	576	60726.24
Bebe & Crosby Kemper Foundation for the Arts 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	576	58588.36
R C Kemper Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	1250	127144.88
R C Kemper Jr Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	2550	259375.55
Pioneer Service Corp 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	3960	403135.52
Kemper Realty Co 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	1452	147862.68

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many HUSA shares are being registered in the S-1?

Up to 10,300,000 shares of common stock for resale by Tumim Stone Capital.

What is the size and pricing of Houston American’s equity line?

The ELOC allows purchases of up to $100 million over 24 months at 96 % of the lowest three-day VWAP after each notice.

Will Houston American receive proceeds from Tumim’s share sales?

No. HUSA receives cash only when it issues shares to Tumim; Tumim’s subsequent resales generate no proceeds for the company.

What did HUSA acquire with the AGIG transaction?

HUSA acquired Abundia Global Impact Group, a waste-to-fuels technology firm, by issuing 31.8 m shares, giving AGIG holders 94 % of post-deal equity.

Why did Houston American execute a reverse stock split?

The 1-for-10 reverse split on 6 Jun 2025 was intended to boost the share price and maintain NYSE American listing compliance.