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): January 13, 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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
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 |
Item 1.01. Entry into a Material Definitive Agreement.
The description of the Indemnification Agreements (discussed below under Item 5.02) is incorporated in this Item 1.01 by reference. A copy of the form of the Indemnification Agreements is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 13, 2025, Houston American Energy Corp. (the “Company”) entered into indemnification agreements with its directors and officers (the “Indemnification Agreements”).
The Indemnification Agreements supplement the indemnification provisions already contained in the Company’s Certificate of Incorporation and Bylaws and generally provides that the Company shall indemnify each officer and director to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, damages, judgments, fines, and other amounts reasonably incurred by such person in connection with any proceeding in which the person is involved by reason of his service as a director or officer of the Company. The Indemnification Agreements require the advancement of defense expenses, on terms and conditions set forth therein, subject to repayment of such expenses by the person in the event such person is ultimately determined, following final disposition of the proceeding, to not be entitled to indemnification.
The foregoing summary and description of the provisions of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreements, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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: January 15, 2025 | | |
| | | |
| | By: | /s/ Peter Longo |
| | Name: | Peter Longo |
| | Title: | Chief Executive Officer |
