Item 1.01. Entry into a Material Definitive Agreement.

On January 26, 2021, Houston American Energy Corp. (the "Company") entered into an At-the-Market Issuance Sales Agreement (the "Sales Agreement") with Univest Securities, LLC ("Univest") pursuant to which the Company may sell, at its option, up to an aggregate of $4,768,428 in shares of its common stock, par value $0.001 per share (the "Shares") through Univest, as sales agent. Sales of the Shares made pursuant to the Sales Agreement, if any, will be made under the Prospectus Supplement, dated January 26, 2021, to the Company's previously filed and currently effective shelf Registration Statement on Form S-3 (Registration No. 333-228749). Prior to any sales under the Sales Agreement, the Company will deliver a placement notice to Univest that will set the parameters for such sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made.

Subject to the terms and conditions of the Sales Agreement, Univest may sell the Shares, if any, only by methods deemed to be an "at the market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, sales made directly through the NYSE American or any other trading market on which the Company's common stock is listed or quoted or to or through a market maker. In addition, subject to the terms and conditions of the Sales Agreement, with the Company's prior written consent, Univest may also sell Shares by any other method permitted by law, or as may be required by the rules and regulations of the NYSE American or such other trading market on which the Company's common stock is listed or quoted, including, but not limited to, in negotiated transactions. Univest will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares in accordance with the terms of the Sales Agreement and any applicable placement notice. The Company cannot provide any assurances that Univest will sell any Shares pursuant to the Sales Agreement.

The Company made certain customary representations, warranties and covenants concerning the Company and the offering of the Shares. Pursuant to the terms of the Sales Agreement, the Company also provided Univest with customary indemnification rights, including indemnification against certain liabilities under the Securities Act. The Company will pay Univest a commission in cash equal to 3% of the gross proceeds from the sale of the Shares under the Sales Agreement, if any. In addition, the Company has agreed to reimburse Univest for its reasonable documented out-of-pocket expenses incurred in connection with the negotiation and execution of the Sales Agreement up to a maximum amount of $18,000. The offering of Shares will terminate upon the earlier of (a) the second (2nd) year anniversary of the date of the Sales Agreement, (b) the sale of all of the Shares subject to the Sales Agreement and (c) the termination of the Sales Agreement by the Company or Univest. Either party may terminate the Sales Agreement in its sole discretion at any time upon written notice to the other party.

A copy of the Sales Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit 1.1.

The legal opinion of Michael W. Sanders relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or other jurisdiction.




Item 8.01. Other Events.

The information set forth in Item 1.01 with respect to the Sales Agreement is hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



  Exhibit No.   Description

  1.1             At-the-Market Issuance Sales Agreement, dated January 26, 2021,
                by and between Houston American Energy Corp. and Univest
                Securities, LLC

  5.1             Opinion of Michael W. Sanders, Attorney at Law

  23.1            Consent of Michael W. Sanders, Attorney at Law (included in
                Exhibit 5.1)

© Edgar Online, source Glimpses