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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): April 22, 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.
Extension
of Letter of Intent to Acquire Certain Oil and Gas Assets of HSO in at the P.R. Spring, Utah
On
May 20, 2025, Trio Petroleum Corp, a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “May
20th 8-K”) with the Securities and Exchange Commission (the “Commission”) reporting that it had entered into a non-binding
Letter of Intent (the “LOI”) with Heavy Sweet Oil LLC, a limited liability company incorporated under the laws of the State
of Utah (“HSO”, and together with the Company, the “Parties”) for the acquisition of all of HSO’s right,
title and interest in, to, and under a certain identified 2,000 acres of land of HSO at the P.R. Spring Unita Basin in Utah (the “Proposed
Transaction”) to be identified in writing by the Company (the “Identified Assets”), the terms of which would be set
forth in certain definitive documents which the Parties intend to proceed to enter into (the “Definitive Documents”). The
LOI provided that it is a condition of the Company’s entering into Definitive Documents that there is evidence of a minimum sustained
production rate of 40 barrels per day for a continuous 30-day period from each of the two wells operated by the Company at the Asphalt
Ridge site located next to the P.R. Spring site (the “Well Production Rate”), and in the event that the Well Production Rate
was not achieved on or before May 15, 2026 (the “Production Rate Period”), the LOI would expire, unless extended by the Company
in writing.
As
of the date of this report, the Well Production Rate has not been achieved, and the Parties do not believe the Well Production Rate will
be achieved by the Production Rate Period.
On
April 20, 2026, the Company and HSO entered into a letter of extension (the “Extension”) which extended the Production
Rate Period until May 15, 2028, or as may be further extended by the Company.
The
above description of the Extension is qualified in its entirety by the text of the Extension, a copy of which is attached as Exhibit
10.2 to this Current Report on Form 8-K. All other terms of the LOI are described in the May 20th 8-K and the LOI, which is filed as
Exhibit 10.1 to the May 20th 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1* |
|
Letter of Intent, dated as of May 15, 2025, entered into by and between the Company and Heavy Sweet Oil LLC |
| 10.2 |
|
Extension
to the Letter of Intent, dated as of April 20, 2026, entered into by and between the Company and Heavy Sweet Oil LLC |
| 104 |
|
Cover
Page Interactive Data File (embedded within Inline XBRL document). |
*
Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Commission on May 20, 2025
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:
April 22, 2026 |
By: |
/s/
Robin Ross |
| |
Name: |
Robin
Ross |
| |
Title: |
Chief
Executive Officer |
