Statement of Beneficial Ownership (sc 13d)
01 Juli 2021 - 12:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Houston American Energy Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
44183U209
(CUSIP Number)
Milton
C, Ault, III
AULT GLOBAL
Holdings, Inc.
11411 Southern
Highlands Parkway, Suite 240
Las Vegas,
NV 89141
(949)
444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1 The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 358435105
1
|
NAME OF REPORTING PERSONS
Ault Global Holdings, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨
(b) ¨
|
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
982,000
|
8
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SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
982,000
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
982,000
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%
|
14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 358435105
The following constitutes the
Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
|
Security and Issuer.
|
This
statement relates to the Common Stock, $0.001 par value (the “Shares”), of Houston
American Energy Corp., a Delaware corporation (the “Issuer”). The address of the
principal executive office of the Issuer is 801 Travis Street, Suite 1425, Houston, Texas 77002.
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Item 2.
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Identity and Background.
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(a) This
statement is filed on behalf of Ault Global Holdings, Inc. (“AGH”) (the “Reporting Person”) through
its wholly-owned subsidiary Digital Power Lending, LLC.
Set forth on Schedule A annexed
hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship
of the executive officers and directors of AGH. To the best of the Reporting Person’s knowledge, except as otherwise set forth herein,
none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding
required to be disclosed herein.
(a) The
Reporting Person’s principal business address is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141.
(b) AGH
is a diversified holding company that owns operating subsidiaries and divisions engaged in a number of diversified business operations
including the defense, aerospace, commercial, health/medical, finance and commercial lending sectors. AGH’s largest subsidiary is
Gresham Worldwide, which provides advanced bespoke military and commercial applications.
(c) Neither
Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither
Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) AGH
is incorporated under the laws of Delaware. The citizenship of the persons listed on Schedule A is set forth therein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Shares purchased by AGH
were purchased with working capital in open market purchases. AGH expended an aggregate of $1,895,968.02 for the purchase of the Shares.
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Item 4.
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Purpose of Transaction.
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The Reporting Person purchased
the Shares based on such Reporting Person’s belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and
the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase
or, eventually, decrease its position in the Issuer through, among other things, the purchase or sale of Shares on the open market or
in private transactions or otherwise, on such terms and at such times as such Reporting Person may deem advisable.
CUSIP No. 358435105
The Reporting Person has no
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed
herein. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including,
without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities
markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment
in the Issuer as it deems appropriate including, without limitation, engaging in communications with management and the Board of Directors
of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Person’s
investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations
or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition),
potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of
or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing its intention
with respect to any and all matters referred to in Item 4. The Executive Chairman of AGH previously contacted members of management of
the Issuer to discuss on a preliminary and informal basis the possibility of entering into a potential transaction between AGH and the
Issuer.
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Item 5.
|
Interest in Securities of the Issuer.
|
The aggregate percentage of
Shares reported owned by the Reporting Person herein is based upon 9,923,338 Shares outstanding, which is the total number of Shares outstanding
as of May 14, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 17, 2021.
AGH
|
(a)
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As of the close of business on June 30, 2021, AGH beneficially owned 982,000 Shares.
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Percentage: Approximately 9.90%
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(b)
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1. Sole power to vote or direct vote: 982,000
2. Shared power to vote or direct vote: None
3. Sole power to dispose or direct the disposition: 982,000
4. Shared power to dispose or direct the disposition: None
|
|
(c)
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AGH has not entered into any transactions in the Shares during the past sixty days except for the open
market transactions conducted by its wholly-owned subsidiary Digital Power Lending, LLC set forth below.
|
Digital Power Lending, LLC
Digital Power Lending, a wholly-owned
subsidiary of AGH, engaged in the following transactions in the Shares since June 30, 2021:
Date
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Transaction
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Quantity
|
Weighted Average Price
|
6-30-21
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Purchase
|
1,007,000
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$1.93
|
6-30-21
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Sale
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25,000
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$2.06
|
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(d)
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No person other than the Reporting Person is known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, the Shares.
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CUSIP No. 358435105
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Other than as described herein,
there are no contracts, arrangements, understandings or relationships between or among the Reporting Person and any other person, with
respect to the securities of the Issuer.
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Item 7.
|
Material to be Filed as Exhibits.
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CUSIP No. 358435105
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: July 1, 2021
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AULT GLOBAL HOLDINGS, INC.
|
|
|
|
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By:
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/s/ Milton C. Ault, III
|
|
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Milton C. Ault, III
|
|
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Executive Chairman
|
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DIGITAL POWER LENDING, LLC
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|
|
|
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By:
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/s/ David Katzoff
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David Katzoff
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Manager
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SCHEDULE A
Directors and Officers of Ault Global Holdings,
Inc.
Name and Position
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Principal Occupation
|
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Principal Business Address
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Citizenship
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Milton C. Ault, III
Executive Chairman
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Executive Chairman of Ault Global Holdings, Inc.
|
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c/o Ault Global Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240,
Las Vegas, NV 89141
|
USA
|
William B. Horne
Chief Executive Officer and
Vice Chairman
|
Chief Executive Officer of Ault Global Holdings, Inc.
|
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c/o Ault Global Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240,
Las Vegas, NV 89141
|
USA
|
Henry Nisser
President, General Counsel
and Director
|
President and General Counsel of Ault Global Holdings, Inc.
|
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c/o Ault Global Holdings, Inc. 100 Park Avenue, 16th Floor
Suite 1658A,
New York, NY 10017
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Sweden
|
Howard Ash
Independent Director
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Chairman of Claridge Management
|
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c/o Ault Global Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240,
Las Vegas, NV 89141
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USA
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Jodi Brichan
Independent Director
|
Independent Consultant
|
|
c/o Ault Global Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240,
Las Vegas, NV 89141
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USA
|
Jeffrey A. Bentz
Independent Director
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President of North Star Terminal & Stevedore Company
|
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c/o Ault Global Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240,
Las Vegas, NV 89141
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USA
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Robert O. Smith
Independent Director
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Independent Executive Consultant
|
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c/o Ault Global Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240,
Las Vegas, NV 89141
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USA
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Moti Rosenberg
Independent Director
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Independent Consultant
|
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c/o Ault Global Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240,
Las Vegas, NV 89141
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Israel
|
Glen Tellock
Independent Director
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Independent Consultant
|
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c/o Ault Global Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240,
Las Vegas, NV 89141
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USA
|
Kenneth Cragun
Chief Financial Officer
|
Chief Financial Officer of Ault Global Holdings, Inc.
|
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c/o Ault Global Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240,
Las Vegas, NV 89141
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USA
|
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