HOUSTON AMERICAN ENERGY CORP. (NYSEMKT:HUSA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive
Agreement

On May 3, 2017 (the Original Issue Date), Houston American Energy
Corp. (the Company) entered into Securities Purchase Agreements
(the Purchase Agreements) with multiple investors to which the
Company sold 909.6 units (the Units), each Unit consisting of one
share of 12.0% Series B Convertible Preferred Stock (the Series B
Preferred Shares) and one Warrant (the Warrants). The Units were
sold for $1,000 each (the Purchase Price), or an aggregate of
$909,600.00.

Series B Preferred Shares

The principal terms of the Series B Preferred Shares are as
follows:

Dividends. Dividends accrue at an annual rate of 12% of
the Purchase Price (the Stated Dividend). The Stated Dividend is
payable on a quarterly basis in cash (i) from funds legally
available for such payment, (ii) when and as declared by the
Board of Directors of the Company (the Board), (iii) subject to
restrictions, if any, imposed under existing debt obligations of
the Company (no debt obligations presently exist) and (iv) in
preference to holders of Common Stock and other junior securities
but subject to the rights of senior securities (including Series
A Preferred Stock). Dividends on the Series B Preferred Stock are
cumulative. No dividends may be paid on Common Stock so long as
Series B Preferred Stock remains outstanding unless said dividend
is also paid to holders of Series B Preferred Stock on an as
converted basis.

Conversion. The holders will have the right, at their
sole option, to convert the face amount of the Series B Preferred
Shares (but not accrued and unpaid dividends) into shares of
Common Stock at a conversion price of $0.36 per share (the
Conversion Price). The Conversion Price is subject to standard
adjustments to reflect stock splits, reverse stock splits, stock
dividends and certain non-cash distributions to holders of Common
Stock.

Redemption. The Series B Preferred Shares are redeemable
by the Company at its sole option (subject to the right of the
holders to convert the Series B Preferred Shares prior to
redemption) beginning May 1, 2019 at a price per share equal to
(i) $1,000 multiplied by the applicable percentage from the table
below, plus (ii) all accrued and unpaid dividends:

Voting. The Series B Preferred Shares vote on an as
converted basis on all matters submitted to a vote of
shareholders and, separately, vote as a class with respect to
certain matters that could potentially adversely affect the
Series B Preferred Shares.

Liquidation. The Series B Preferred Shares are entitled
to a preference upon liquidation of $1,000 per share plus all
accrued and unpaid dividends in preference to holders of Common
Stock and other junior securities but subject to the rights of
senior instruments (including Series A Preferred Stock).

The foregoing is qualified in its entirety by reference to the
Certificate of Designations filed herewith as Exhibit 4.1.

Warrants

The principal terms of the Warrants are as follows:

Underlying Shares. Each Warrant is exercisable to
purchase 3,300 shares of Common Stock per Unit, or an aggregate
of 3,001,680 shares of Common Stock.

Exercise Price. The Warrants are exercisable at $0.43
per share, payable in cash and subject to standard adjustments to
reflect stock splits, reverse stock splits and stock dividends.

Term. The Warrants are exercisable for a term of 9
months, expiring February 3, 2018.

The foregoing is qualified in its entirety by reference to the
Warrant filed herewith as Exhibit 10.1.

Item 3.02. Unregistered Sales of Equity
Securities

See Item 1.01 above regarding the sales of Units.

Proceeds from the sale of the Units will be used to pay the
Companys share of drilling costs of the Johnson State #1H well,
its first well on its Johnson Lease in Reeves County, Texas.

The Units were offered and sold in a private placement
transaction (the Offering) to the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933 (the
Securities Act) and Rule 506 promulgated thereunder. Each of the
investors represented that it is an accredited investor, as
defined in Rule 501 promulgated under the Securities Act.

No placement agents, underwriters or finders participated in the
Offering and no commissions or similar fees were paid in
connection with the Offering.

This Current Report on Form 8-K does not constitute an offer to
sell or the solicitation of an offer to buy any securities. At
the time of their issuance, the Units and the underlying shares
of Common Stock issuable upon conversion of the Series B
Preferred Shares and exercise of the Warrants have not been
registered under the Securities Act, or any applicable state
securities laws and may not be offered or sold in the United
States, absent registration or an applicable exemption from such
registration requirements.

to the Purchase Agreements, the Company agreed to use
commercially reasonable efforts to file with the Securities and
Exchange Commission, not later than 30 days following the first
issue of Units, a registration statement relating to the resale
of the Common Stock underlying the Series B Preferred Stock and
Warrants.

The foregoing is qualified in its entirety by reference to the
Purchase Agreement filed herewith as Exhibit 10.2.

Item 5.08. Shareholder Director
Nominations.

The Company has rescheduled its 2017 annual meeting of
stockholders (the 2017 Annual Meeting) to September 6, 2017. In
accordance with the Companys bylaws, stockholders who intend to
submit a proposal regarding a director nomination at the 2017
Annual Meeting must ensure that notice of any such proposal
(including certain additional information specified in the
bylaws) is received by the Company no later than the close of
business on June 28, 2017. Separately, stockholder proposals to
be submitted to Exchange Act Rule 14a-8 for inclusion in the
Companys proxy materials for the 2017 Annual Meeting must be
received by the Company no later than June 28, 2017.

Item 7.01. Regulation FD
Disclosure.

The Company issued a press release on May 4, 2017 announcing the
spudding of its initial well in Reeves County, Texas and issued a
separate press release on May 5, 2017 announcing the completion
of the offering of Units and rescheduling of the Companys 2017
Annual Meeting. The press releases are attached to this Current
Report on Form 8-K as Exhibits 99.1 and 99.2 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 Exhibits 99.1
and 99.2, is furnished 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. Financial Statements and
Exhibits.

About HOUSTON AMERICAN ENERGY CORP. (NYSEMKT:HUSA)

Houston American Energy Corp. is an independent oil and gas company focused on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties in the United States Gulf Coast region and in South America. The Company’s oil and gas assets and operations are primarily in Colombia and in the onshore Gulf Coast region, particularly Texas and Louisiana. The Company, along with its partners, manages its resources through acquisitions and divestitures. Its exploration and development projects are focused on existing property interests, and future acquisition of additional property interests, in South America, particularly Colombia, and in the onshore Texas Gulf Coast region and Louisiana. Its producing and exploration properties in Louisiana include the East Baton Rouge Parish, Plaquemines Parish, Vermilion Parish, Iberville Parish, Assumption Parish and Jefferson Davis Parish. Its exploration properties in Texas consist of Matagorda County.

HOUSTON AMERICAN ENERGY CORP. (NYSEMKT:HUSA) Recent Trading Information

HOUSTON AMERICAN ENERGY CORP. (NYSEMKT:HUSA) closed its last trading session 00.000 at 0.380 with 281,414 shares trading hands.