Houston American Energy Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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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 | |