8-K 1 form8-k.htm






Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 26, 2017



(Exact name of registrant as specified in Charter)


Delaware   1-32955   76-0675953

(State or other jurisdiction of

incorporation or organization)



File No.)


(IRS Employer

Identification No.)



801 Travis St., Suite 1425

Houston, Texas 77002

  (Address of Principal Executive Offices)(Zip Code)  


  (Issuer Telephone number)  


  (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))






Item 1.01.Entry into a Material Definitive Agreement


On June 26, 2017, Houston American Energy Corp. (the “Company”) entered into Bridge Loan Agreements (the “Bridge Loan Agreement”) with investors pursuant to which the Company issued promissory notes (the “Bridge Loan Notes”) in the principal amount of $600,000 and warrants (the “Warrants”) to purchase common stock. The aggregate consideration received by the Company for the Bridge Loan Notes and Warrants was $570,000.


Bridge Loan Notes


The Bridge Loan Notes are unsecured obligations bearing interest at 12.0% per annum and payable interest only on the last day of each calendar month with any unpaid principal and accrued interest being payable in full in 120 calendar days.


The Bridge Loan Notes are subject to mandatory prepayment from and to the extent of (i) 100% of net proceeds received by the Company from any sales, for cash, of equity or debt securities (other than Bridge Loan Notes) of the Company, (ii) 100% of net proceeds received by the Company from the sale of assets (other than sales in the ordinary course of business); and (iii) 75% of net proceeds received from the sale of oil and gas produced from the Company’s Reeves County, Texas properties. Additionally, the Company has the option to prepay the Bridge Loan Notes, at its sole election, without penalty.




The Warrants are exercisable for a period of one year to purchase shares of common stock at $0.50 per share, payable in cash and subject to standard adjustments to reflect stock splits, reverse stock splits and stock dividends.


Each Warrant evidences a right to purchase one share of common stock for each dollar of face amount of Bridge Loan Note, or an aggregate of 600,000 shares.


The foregoing is qualified in its entirety by reference to the forms of Bridge Loan Agreement, Bridge Loan Note and Warrant filed herewith as Exhibits 10.1, 10.2 and 10.3.


Item 2.03.Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant


The information relating to the Bridge Loan Agreement and Bridge Loan Notes included in Item 1.01 of this Form 8-K is incorporated herein by reference.


Item 3.02.Unregistered Sales of Equity Securities


See Item 1.01 above regarding the sale of Bridge Loan Notes and Warrants.


Proceeds from the sale of the Bridge Loan Notes will be used to pay the Company’s share of drilling costs of the O’Brien #3H well in Reeves County, Texas and for general corporate purposes.


The Bridge Loan Notes and Warrants were offered and sold in a private placement transaction (the “Offering”) pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and Rule 506(b) promulgated thereunder. Each of the investors represented that it is an “accredited investor”, as defined in Rule 501 promulgated under the Securities Act.




No placement agents, underwriters or finders participated in the Offering and no commissions or similar fees were paid in connection with the Offering.


This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities. At the time of their issuance, the Bridge Loan Notes, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants have not been registered under the Securities Act, or any applicable state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements.


Pursuant to the Warrant, the Company granted certain “piggyback” registration rights” to the Warrant holders.


Item 9.01. Financial Statements and Exhibits.


  (d) Exhibits


  10.1 Form of Bridge Loan Agreement
  10.2 Form of Bridge Loan Note
  10.3 Form of Warrant






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.


Dated: June 28, 2017    
  By:  /s/ John P. Boylan
    John P. Boylan, President