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ATM leaves $1,641,000 capacity at Trio Petroleum (NYSE: TPET)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Trio Petroleum Corp reported that it has filed Amendment No. 4 to its prospectus supplement for its at-the-market equity program with Ladenburg Thalmann as sales agent. Following this update, $1,641,000 of common stock (the Placement Shares) remains available for sale under the program.

The maximum aggregate offering amount under the ATM is now $19,018,000, which includes $17,375,884 of previously sold common stock, representing 18,139,045 shares already issued under the prospectus supplement, as amended.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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Understanding 8-K Material Events →
false 0001898766 0001898766 2026-03-10 2026-03-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

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): March 10, 2026

 

Trio Petroleum Corp

(Exact name of registrant as specified in its charter)

 

Delaware   001-41643   87-1968201

(State or other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

23823 Malibu Road, Suite 304

Malibu, CA 90265

(661) 324-3911

(Address and telephone number, including area code, of registrant’s principal executive offices)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:.

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   TPET   The NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01. Other Events.

 

On January 9, 2026, Trio Petroleum Corp, a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “January 9th 8-K”) with the Securities and Exchange Commission (the “Commission”) reporting that it had entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. as agent (the “Sales Agent”) pursuant to which the Company may issue and sell shares of its common stock, $0.0001 par value per share (“Common Stock”), from time to time through the Sales Agent (the “Offering”). On January 9, 2026, the Company also filed a prospectus supplement with the Commission covering the sale of shares of Common Stock having an aggregate offering price of up to $3,600,000, in connection with the Offering (the “Prospectus Supplement”), along with the base prospectus (the “Base Prospectus”), under its existing Registration Statement on Form S-3 (File No 333-281813), which became effective on September 10, 2024 (the “Registration Statement”).

 

On March 3, 2026, the Company filed Amendment No. 1 to the Prospectus Supplement (“Amendment No. 1”) amending and supplementing the Prospectus Supplement to update the amount of shares eligible for sale under General Instruction I.B.6 of Form S-3 (“Instruction I.B.6.). Following the filing of Amendment No. 1, the aggregate amount of shares that were available for sale was $3,292,000. The maximum aggregate offering amount was $6,892,000, which included shares of Common Stock having an aggregate sales price of $3,599,885 (7,344,372 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement.

 

On March 4, 2026, the Company filed Amendment No. 2 to the Prospectus Supplement (“Amendment No. 2”) further amending and supplementing the Prospectus Supplement, as amended, to further update the amount of shares eligible for sale under General Instruction I.B.6. Following the filing of Amendment No. 2, the aggregate amount of shares that were available for sale was $6,485,000. The maximum aggregate offering amount was $13,377,000, which included shares of Common Stock having an aggregate sales price of $6,891,859 (9,254,648 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

 

On March 5, 2026, the Company filed Amendment No. 3 to the Prospectus Supplement (“Amendment No. 3”) further amending and supplementing the Prospectus Supplement, as amended, to further update the amount of shares eligible for sale under General Instruction I.B.6. Following the filing of Amendment No. 3, the aggregate amount of shares that were available for sale was $4,000,000. The maximum aggregate offering amount was $17,377,000, which included shares of Common Stock having an aggregate sales price of $13,376,774 (15,348,345 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

 

On March 10, 2026, the Company filed Amendment No. 4 to the Prospectus Supplement (“Amendment No. 4”) further amending and supplementing the Prospectus Supplement, as amended, to further update the amount of shares eligible for sale under General Instruction I.B.6. Following the filing of Amendment No. 4, the aggregate amount of shares that are available for sale is $1,641,000 (the “Placement Shares”). The maximum aggregate offering amount is $19,018,000, which includes shares of Common Stock having an aggregate sales price of $17,375,884 (18,139,045 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

 

All other terms of the Offering and the ATM Agreement are described in the January 9th 8-K and the ATM Agreement, which is filed as Exhibit 10.1 to the January 9th 8-K.

 

The legal opinion of Ellenoff Grossman & Schole LLP, counsel to the Company, relating to the Placement Shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
5.1   Opinion of Ellenoff Grossman & Schole LLP
10.1*   At Market Issuance Sales Agreement, dated January 9, 2026, between the Trio Petroleum Corp and Ladenburg Thalmann Co. Inc.
23.1   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the XBRL document)

 

* Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Commission on January 9, 2026

 

 

 

 

SIGNATURE

 

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.

 

Dated: March 10, 2026  
   
Trio Petroleum Corp.  
     
By: /s/ Robin Ross  
Name: Robin Ross  
Title: Chief Executive Officer  

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Trio Petroleum Corp (TPET) disclose in its March 10, 2026 8-K?

Trio Petroleum Corp disclosed that it filed Amendment No. 4 to its ATM prospectus supplement. The change updates the capacity of its at-the-market stock offering, detailing how much common stock remains available and how much has already been sold under the program.

How much capacity remains in Trio Petroleum Corp’s ATM offering?

After Amendment No. 4, Trio Petroleum Corp has $1,641,000 of common stock remaining available for sale under its at-the-market program. These remaining shares are referred to as the Placement Shares and can be issued from time to time through its designated sales agent.

What is the total maximum size of Trio Petroleum Corp’s ATM program?

The maximum aggregate offering amount under Trio Petroleum Corp’s ATM program is now $19,018,000. This figure reflects both the common stock already sold under the prospectus supplement and the remaining $1,641,000 of common stock still available for issuance.

How much stock has Trio Petroleum Corp already sold under the ATM?

Trio Petroleum Corp has already sold common stock with an aggregate sales price of $17,375,884 under its ATM program. Those sales correspond to 18,139,045 shares of common stock previously issued pursuant to the prospectus supplement, as amended by earlier amendments.

Who is the sales agent for Trio Petroleum Corp’s ATM offering?

Ladenburg Thalmann & Co. Inc. acts as sales agent for Trio Petroleum Corp’s at-the-market offering. Under their agreement, Trio may issue and sell shares of its common stock from time to time through Ladenburg Thalmann, subject to the limits disclosed in the prospectus supplement.

Which registration statement supports Trio Petroleum Corp’s ATM program?

The ATM program is conducted under Trio Petroleum Corp’s existing Registration Statement on Form S-3, File No. 333-281813. That registration statement became effective on September 10, 2024 and is used together with the base prospectus and related prospectus supplement for ATM sales.

Filing Exhibits & Attachments

5 documents

Other Documents