NOTE 6-STOCK-BASED COMPENSATION

In 2008, the Company adopted the Houston American Energy Corp. 2008 Equity Incentive Plan (the “2008 Plan”). The terms of the 2008 Plan, as amended in 2012 and 2013, allow for the issuance of up to 480,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock.

In 2017, the Company adopted the Houston American Energy Corp. 2017 Equity Incentive Plan (the “2017 Plan”). The terms of the 2017 Plan allow for the issuance of up to 400,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock. Persons eligible to participate in the Plans are key employees, consultants and directors of the Company.

In 2021, the Company adopted the Houston American Energy 2021 Equity Incentive Plan (the “2021 Plan” and, together with the 2008 Plan and the 2017 Plan, the “Plans”). The terms of the 2021 Plan allow for the issuance of up to 500,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock. Persons eligible to participate in the Plans are key employees, consultants and directors of the Company.

Stock Option Activity

In June 2023, options to purchase an aggregate of 60,000 shares of the Company’s common stock were granted to the Company’s directors. The options have a ten-year10 life and are exercisable at $2.09 per share, vest 20% on the date of grant and 80% ten months from the date of grant. The grant date fair value of these stock options was $119,252 based on the Black-Scholes Option Pricing model based on the following assumptions: market value of common stock on grant date - $2.09; risk free interest rate based on the applicable US Treasury bill rate - 0%; dividend yield - 0%; volatility factor based on the trading history of the Company - 116%; weighted average expected life in years - 10; and expected forfeiture rate - 0%.

In June 2024, options to purchase an aggregate of 60,000 shares of the Company’s common stock were granted to the Company’s directors. The options have a ten-year10 life and are exercisable at $1.21 per share, vest 20% on the date of grant and 80% ten months from the date of grant. The grant date fair value of these stock options was $63,730 based on the Black-Scholes Option Pricing model based on the following assumptions: market value of common stock on grant date - $1.21; risk free interest rate based on the applicable US Treasury bill rate - 0%; dividend yield - 0%; volatility factor based on the trading history of the Company - 97.8%; weighted average expected life in years - 10; and expected forfeiture rate - 0%.

In November 2024, the Company agreed to issue to its CEO a number of options equal to $15,000 divided by the closing price of our stock on the 15^th day of each month. The strike price of each option is equal to the grant price. The options have a ten-year10 life and are exercisable at $0.76 per share for the November 2024 issuances and $0.73 per share for the December 2024 issuances, vest 20% on the date of grant and 80% ten months from the date of grant. The grant date fair value of these stock options was $14,657 in November 2024, and $13,225 in December 2024, based on the Black-Scholes Option Pricing model based on the following assumptions: market value of common stock on grant dates - $1.43 and $1.36, respectively; risk free interest rate based on the applicable US Treasury bill rate - 0%; dividend yield - 0%; volatility factor based on the trading history of the Company - 92%; weighted average expected life in years - 10; and expected forfeiture rate - 0%.

Option activity during 2024 and 2023 was as follows:

SUMMARY OF STOCK OPTION ACTIVITY  

As of December 31, 2024, non-vested options granted totaled 65,856 and total unrecognized stock-based compensation expense related to non-vested stock options was $40,790. The related unrecognized expense is expected to be recognized over a weighted average period of 0.24 years. The weighted average remaining contractual term of the outstanding options and exercisable options at December 31, 2024 is 6.10 years and 5.86 years, respectively.

As of December 31, 2024, there were 87,680 shares of common stock available for issuance pursuant to future stock or option grants under the Plans.

Stock-Based Compensation Expense

The following table reflects stock-based compensation recorded by the Company for 2024 and 2023:

SCHEDULE OF STOCK-BASED COMPENSATION