false
0001898766
0001898766
2026-05-21
2026-05-21
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): May 21, 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
5.07 Submission of Matters to a Vote of Security Holders
On
May 21, 2026, at the annual meeting of stockholders (the “Annual Meeting”) of Trio Petroleum Corp (the “Company”),
of the Company’s 32,377,399 shares of common stock issued and outstanding and eligible to vote as of the record date of March 26,
2026, a quorum of 13,229,846 shares, or approximately 40.9% of the eligible shares, was present or represented by proxy. Each of the
matters set forth below is described in detail in the proxy statement (the “Proxy Statement”) filed with the Securities and
Exchange Commission on April 6, 2026. The following actions were taken at the Annual Meeting:
Proposal
No. 1: Election of One Class III Director
The
first proposal was the election of one (1) Class III director to serve for a three-year term that expires at the 2029 annual meeting
of stockholders, or until the election and qualification of his respective successor in office, subject to his earlier death, resignation,
or removal. The vote on the proposal was as follows:
| Name
of Nominee |
|
FOR |
|
WITHHELD |
|
BROKER
NON-VOTE |
| Robin Ross |
|
4,171,474 |
|
1,051,922 |
|
8,006,450 |
The
nominee was elected.
Proposal
No. 2: Approval of the Amendment to the Amended and Restated Certificate of Incorporation (Reverse Stock Split)
The
second proposal was the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a
reverse stock split of the Company’s outstanding shares of common stock, if deemed necessary by our Board of Directors, by a ratio
of not less than one-for-two (1:2) and not more than one-for-ten (1:10), with the exact ratio to be set at a whole number within this
range as determined by the Board of Directors in its sole discretion. The vote on the proposal was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 10,308,391 |
|
2,356,772 |
|
564,683 |
Proposal
No. 2 was approved by a majority of the votes cast. A reverse stock split of the Company’s outstanding shares will be effective
after the final approval of a ratio by the Company’s Board of Directors, and upon the filing of a certificate of amendment to the
Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware.
Proposal
No. 3: Approval of an Amendment to the Company’s 2022 Equity Incentive Plan (Increase in Shares Reserved)
The
third proposal was the approval of an amendment to our 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number
of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 2,952,383 shares of common stock
to 6,452,383 shares of common stock by adding 3,500,000 shares. The vote on the proposal was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTE |
| 3,588,103 |
|
1,149,760 |
|
485,533 |
|
8,006,450 |
Proposal
No. 3 was approved by a majority of the votes cast.
Proposal
No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm
The
fourth proposal was the ratification of the appointment of Bush & Associates CPA LLC. as the Company’s independent registered
public accounting firm for the year ending October 31, 2026. The vote on the proposal was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 11,840,250 |
|
682,374 |
|
707,222 |
Proposal
No. 4 was approved by a majority of the votes cast.
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.
| |
Trio
Petroleum Corp |
| |
|
|
| Date: May 22, 2026 |
By: |
/s/ Robin
Ross |
| |
Name: |
Robin
Ross |
| |
Title: |
Chief
Executive Officer |
