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): April 28, 2006
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HOUSTON
AMERICAN ENERGY CORP.
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(Exact
name of registrant as specified in Charter)
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Delaware
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0-33027
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76-0675953
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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801
Travis Street, Suite 2020
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Houston,
Texas 77002
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(Address
of Principal Executive Offices)(Zip Code)
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713-222-6966
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(Issuer
Telephone number)
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(Former
name or former address, if changed since last report)
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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
April
28, 2006, Houston American Energy Corp. (the “Company”) entered into
Subscription Agreements (the “Purchase Agreements”) with multiple investors
pursuant to which the Company sold 5,533,333 shares of common stock (the
“Shares”) for $16,599,999.
The
Shares were offered and sold in a private placement transaction pursuant
to the
exemption from registration provided by Section 4(2) of the Securities Act
of
1933 and Rule 506 promulgated thereunder. Each of the investors is an
“accredited investor”, as defined in Rule 501 promulgated under the Securities
Act.
Pursuant
to the terms of the Subscription Agreements, the Company and the investors
entered into Registration Rights Agreements under which the Company agreed
to
file with the Securities and Exchange Commission, within 60 days, a registration
statement covering the Shares. In conjunction with the placement of the Shares,
John Terwilliger, O. Lee Tawes III and Edwin Broun III each entered into
lock-up
agreements pursuant to which each agreed not to offer or sell any shares
of the
Company’s common stock until the earlier of the effective date of the
registration statement relating to the Shares or one year from the sale of
the
Shares.
Sanders
Morris Harris Inc. acted as placement agent in connection with the offer
and
sale of the Shares. For its services as placement agent, Sanders Morris Harris
Inc. received commissions totaling $1,162,000 and a warrant (the “Placement
Agent Warrant”) to purchase 415,000 shares of common stock at $3.00 per share.
The Registration Rights Agreements provide that the shares of common stock
underlying the Placement Agent Warrant are to be included in the registration
statement to be filed.
The
foregoing is qualified in its entirety by reference to the documents filed
herewith as Exhibits 4.1, 4.2, 10.1 and 10.2.
Item
3.02.
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Unregistered
Sales of Equity Securities
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See
Item
1.01 above.
Item
7.01.
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Regulation
FD Disclosure.
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In
connection with the placement of the Shares described in Item 1.01 above,
John
F. Terwilliger made a presentation to investors. The presentation slides
used
are attached to this Current Report on Form 8-K as Exhibit 99.1 and are
incorporated herein solely for purposes of this Item 7.01.
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.
Item
9.01.
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Financial
Statements and Exhibits.
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Form
of Placement Agent Warrant, dated April 28,
2006
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Form
of Registration Rights Agreement, dated April 28,
2006
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Form
of Subscription Agreement, dated April 2006 relating to the sale
of shares
of common stock
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Form
of Lock-Up Agreement
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Investor
presentation slides
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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.
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HOUSTON
AMERICAN ENERGY CORP.
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Dated:
April 28, 2006
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By: |
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/s/
John Terwilliger
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John
Terwilliger,
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President
and
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Chief
Executive Officer
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