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): November 11, 2020
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)) |
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 |
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. [ ]
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 11, 2020, James Schoonover advised Houston American Energy Corp. (the “Company”) that he would be stepping down as President and Chief Executive Officer of the Company, effective December 1, 2020. Mr. Schoonover joined the Company’s Board in April 2018 and assumed the roles of Interim President and Chief Executive Officer in June 2018. Mr. Schoonover will continue to serve as a director of the Company.
The Company’s board of directors has selected John Terwilliger to serve as President and Chief Executive Officer of the Company, and as a director of the Company, effective upon Mr. Schoonover’s resignation on December 1, 2020.
Mr. Terwilliger, age 73, is the Company’s founder, served as President, Chief Executive Officer and Chairman of the Company from its founding in 2001 until 2015 and has continued to provide oil and gas prospect and operations services to the Company on an as needed basis since 2015. Mr. Terwilliger has more than 40 years’ experience in oil and gas management and operations.
Mr. Terwilliger will receive an initial annual salary of $120,000, will receive periodic stock option grants and other benefits generally available to officers of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits |
| 3.1 | Press release, dated November 12, 2020 |
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: November 12, 2020 | ||
| By: | /s/ James Schoonover | |
| Name: | James Schoonover | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
Houston American Energy Corp. Announces
Management Changes
HOUSTON, TX, November 12, 2020 – Houston American Energy Corp. (NYSE American: HUSA) today announced certain management changes.
James Schoonover, the company’s President and Chief Executive Officer, has advised the company that he would be stepping down from those positions, effective December 1, 2020. Mr. Schoonover joined the company’s board in April 2018 and assumed the roles of Interim President and Chief Executive Officer in June 2018. Mr. Schoonover will continue to serve as a director of the Company.
The company’s board of directors has selected John Terwilliger to resume his prior roles as President and Chief Executive Officer of the company, effective upon Mr. Schoonover’s resignation on December 1, 2020. Mr. Terwilliger will also join the company’s board as a director effective December 1, 2020.
Steve Hartzell, Chairman of Houston American Energy, stated, “We are grateful for Jim’s stepping up to fill the interim CEO role and for his service beyond the period we initially anticipated. Jim has been a steady hand and we are pleased that he will continue to provide valuable insights in his ongoing role on the board.
With John Terwilliger’s return to the CEO role, we gain a seasoned leader with many years of industry experience and a deep and unmatched understanding of our assets, operations and opportunities in our principal markets.”
About Houston American Energy Corp.
Based in Houston, Texas, Houston American Energy Corp. is a publicly-traded independent energy company with interests in oil and natural gas wells, minerals and prospects. The Company’s business strategy includes a property mix of producing and non-producing assets with a focus on the Permian Basin in Texas, Louisiana and Colombia.
For additional information, view the company’s website at www.houstonamerican.com or contact Houston American Energy Corp. at (713) 222-6966.