8-K

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): September 20, 2022

HOUSTON

AMERICAN ENERGY CORP.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act

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. ☐

Item7.01. Regulation FD Disclosure.

On September 21, 2022, Houston American Energy Corp. (the “Company”) issued a press release announcing that it had failed to secure a quorum at its September 20, 2022 annual meeting of stockholders (the “Annual Meeting”) and that the Annual Meeting had be adjourned, without conducting any business until Tuesday, October 25, 2022, at 10:00 a.m., central time, at which time the Company’s stockholders will vote on the proposals to be considered at the Annual Meeting. The Annual Meeting was adjourned in order to solicit additional proxies to secure a quorum and to solicit votes from stockholders with respect to the proposals set forth in the Company’s Proxy Statement.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item9.01. 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.

Exhibit99.1

HOUSTONAMERICAN ENERGY ANNOUNCES ADJOURNMENT OF ITS

ANNUALMEETING TO TUESDAY, OCTOBER 25, 2022

Houston, TX – September 21, 2022 – Houston American Energy Corp. (NYSE American: HUSA) today announced that, due to the lack of a quorum, it convened and then adjourned, without conducting any business, its annual meeting of stockholders (the “Annual Meeting”) held on September 20, 2022, at 10:00 a.m., central time. The Annual Meeting was adjourned until Tuesday, October 25, 2022 at 10:00 a.m., central time.

No changes have been, or are expected to be, made to the record date or the proposals to be brought before the Annual Meeting, which proposals are presented in the previously distributed proxy statement. The Company has determined to adjourn the Annual Meeting in order to provide additional time to solicit proxies to secure a quorum and to solicit votes from its stockholders with respect to the proposals set forth in the Company’s proxy statement.

The Company encourages any stockholder that has not yet voted its shares or is uncertain if their shares have been voted to contact their broker or bank. The board of directors and management respectfully requests stockholders as of the record date, August 15, 2022, to please vote their proxies as soon as possible. Stockholders who have previously submitted their proxy or otherwise voted for the Annual Meeting and who do not want to change their vote need not take any action.

If the number of additional shares of common stock voted at the adjourned Annual Meeting is not sufficient to reach a quorum, the Company intends to adjourn the Annual Meeting again, which will result in the Company incurring additional costs.

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.