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): October 9, 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) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
On October 9, 2025, Houston American Energy Corp. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to its certificate of incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware, pursuant to which the Certificate of Incorporation was amended to declassify the Company’s Board of Directors (the “Board”) so that all current and future members of the Board will be elected annually following the effectiveness of the Certificate of Amendment.
The Certificate of Amendment was approved by each of the Board and by a majority of the Company’s stockholders by written consent, in lieu of meetings of the Board and such stockholders, respectively, on September 8, 2025.
Amendment to Bylaws
On September 8, 2025, the Board approved an amendment (the “Bylaws Amendment”) to the Company’s amended and restated bylaws (the “Bylaws”) in order to make conforming changes to the Bylaws for the purpose of declassifying the Board. The Bylaws Amendment became effective on October 9, 2025.
The foregoing descriptions of the Certificate of Amendment and the Bylaws Amendment do not purport to be complete and are each qualified in their entirety by reference to the full text of the Certificate of Amendment and the Bylaws Amendment, respectively. The Certificate of Amendment and the Bylaws Amendment are filed as Exhibits 3.1(i) and 3.1(ii) to this Current Report on Form 8-K, respectively, and are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 3.1(i) | Certificate of Amendment to the Certificate of Incorporation of Houston American Energy Corp., effective on October 9, 2025 | |
| 3.1(ii) | Amendment to the Amended and Restated Bylaws of Houston American Energy Corp., effective on October 9, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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: October 15, 2025 | ||
| By: | /s/ Edward Gillespie | |
| Name: | Edward Gillespie | |
| Title: | Chief Executive Officer | |
Exhibit 3.1(i)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF HOUSTON AMERICAN ENERGY CORP.
********
HOUSTON AMERICAN ENERGY CORP. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with Sections 228 and 242 of the DGCL, does hereby certify:
FIRST: The board of directors of the Corporation (the “Board”), acting pursuant to Section 141(f) of the DGCL, duly adopted a resolution setting forth the proposed amendment to the certificate of incorporation of the Corporation, as amended (the “Certificate of Incorporation”), described below, declaring said amendment to be advisable and recommending its approval to the stockholders of the Corporation for consideration thereof, and the Corporation’s stockholders have duly adopted such amendment in accordance with Section 228 of the DGCL.
SECOND: That Article VI, Section 2 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“2. Directors.
The term of each director of the Company serving as of the date of the annual meeting of the Company’s stockholders to be held in 2025 (or special meeting of such stockholders called and held for such a purpose) shall expire at the annual meeting of the Company’s stockholders to be held in 2025, notwithstanding that such director may previously have been elected for a term that extended beyond the date of such annual meeting of the Company’s stockholders to be held in 2025. At such annual meeting of the Company’s stockholders held in 2025 and at each annual meeting of the Company’s stockholders thereafter (or special meeting of such stockholders called and held for such a purpose), each of the Company’s directors shall be elected for a term expiring at the next succeeding annual meeting of the Company’s stockholders, with each such director to hold office until his or her successor shall be duly elected and qualified, subject, however, to such director’s prior death, resignation, retirement, disqualification or removal from office. Moreover, except as otherwise provided in this Certificate of Incorporation or any Preferred Stock Designation, each director elected at an annual meeting of the Company’s stockholders, and each director elected or appointed in the interim to fill a vacancy in the Board of Directors or newly created directorship, shall hold office until the expiration of the term for which such director was elected or appointed and until such director’s successor is duly elected and qualified or until such director’s prior death, resignation, retirement, disqualification or removal. Whenever the holders of any class or classes of stock or any series thereof shall be entitled to elect one or more directors pursuant to this Certificate of Incorporation or any Preferred Stock Designation, and except as otherwise provided herein or therein, vacancies and newly created directorships of such class or classes or series thereof may be filled by a majority of the directors elected by such class or classes or series thereof then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled to elect such director or directors.”
THIRD: This certificate of amendment to the Certificate of Incorporation (this “Certificate of Amendment”) was duly adopted in accordance with the provisions of Sections 228 and 242 of the DGCL.
FOURTH: This Certificate of Amendment shall be effective as of 5:00 P.M. New York Time on the date written below.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its Chief Executive Officer this 9th day of October, 2025.
| HOUSTON AMERICAN ENERGY CORP. | ||
| By: | /s/ Edward Gillespie | |
| Name: | Edward Gillespie | |
| Title: | Chief Executive Officer | |
Exhibit 3.1(ii)
AMENDMENT
TO THE
AMENDED AND RESTATED BYLAWS
OF HOUSTON AMERICAN ENERGY CORP.
********
The Amended and Restated Bylaws of Houston American Energy Corp. (the “Bylaws”) shall be amended in part as follows:
FIRST: Article III, Section 3.1 of the Bylaws is hereby amended and restated in its entirety as follows:
“3.1 General. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors. In addition to the power and authorities by these Bylaws expressly conferred upon them, the Board of Directors any exercise all such powers of the Company and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.”
SECOND: Article III, Section 3.8 of the Bylaws is hereby amended and restated in its entirety as follows:
“3.8 Vacancies. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, and except as provided in the Certificate of Incorporation, vacancies resulting from death, resignation or removal, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum of the Board of Directors, and directors so chosen shall hold office for the remainder of the full term in which the vacancy occurred or the new directorship was created and until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. No decrease in the number of authorized directors shall shorten the term of any incumbent director.”
The remainder of the Bylaws shall remain as is and in full force and effect. The undersigned hereby certifies that the foregoing amendments to the Bylaws were adopted and approved by the board of directors of Houston American Energy Corp. by unanimous written consent.
Adopted and effective as of 5:00 P.M. New York Time on October 9, 2025.
| /s/ Edward Gillespie | ||
| Name: | Edward Gillespie | |
| Title: | Chief Executive Officer | |