Houston American Energy Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders
On April 24, 2025, Houston American Energy Corp. (the “Company”) held a special meeting of stockholders. The final results for each of the matters submitted to a vote of stockholders at the special meeting, as set forth in the Proxy Statement, are as follows:
Proposal 1. The issuance of a number of shares of Common Stock equal to 94% of all the issued and outstanding Common Stock of the Company at the time of the closing under that certain Share Exchange Agreement dated as of February 20, 2025, by and among the Company, Abundia Financial, LLC and Bower Family Holdings, LLC was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
5,369,822 | 585,049 | 11,401 | 0 | |||||||||||
Proposal 2. The amendment to the Company’s certificate of incorporation to effect a reverse stock split of all of the outstanding shares of Common Stock at a ratio in the range of 1-for-5 to 1-for-60, with such ratio to be determined by the Board, was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
5,347,347 | 617,263 | 1,662 | 0 | |||||||||||
Proposal 3. The amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock that may be issued from 20,000,000 to 300,000,000 was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
5,364,647 | 591,718 | 9,907 | 0 | |||||||||||
Proposal 4. The adjournment of the special meeting, to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1, Proposal 2, or Proposal 3 was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
5,403,936 | 424,701 | 137,635 | 0 | |||||||||||
Item 7.01. Regulation FD Disclosure
On April 28, 2025, the Company issued a press release announcing the results of the special meeting of stockholders. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, 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 of that section, and shall not be deemed incorporated by reference into 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 filing.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number |
Title | |
| 99.1 | Press Release of Houston American Energy Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 28, 2025 | ||
| By: | /s/ Peter Longo | |
| Name: | Peter Longo | |
| Title: | Chief Executive Officer | |