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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): March 25, 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
5.08. Shareholder Director Nominations.
Trio
Petroleum Corp, a Delaware corporation (the “Company”) will host its 2026 Annual Meeting of Stockholders (“2026 Annual
Meeting”) virtually on Thursday, May 21, 2026. The Company’s Board of Directors has set a record date of Thursday, March
26, 2026, entitling stockholders of record as of such date to notice of and to vote at the 2026 Annual Meeting. Because the Company is
holding the 2026 Annual Meeting more than 30 days prior to the anniversary of last year’s Annual Meeting of Stockholders, as provided
in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Rule 14a-8), the Company is hereby providing the date by which shareholder
proposals must be received by the Company to be included in the proxy statement for the 2026 Annual Meeting..
The
Company will provide additional details regarding the matters to be voted on and instructions for accessing the 2026 Annual Meeting in
the Company’s proxy statement to be filed with the Securities and Exchange Commission prior to the 2026 Annual Meeting.
Deadline
for Rule 14a-8 Stockholder Proposals
To
be considered for inclusion in proxy materials for the 2026 Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 and
intended to be presented at the 2026 Annual Meeting must be received by the Company at 23823 Malibu Road, Suite 304, Malibu, CA 90265
no later than the close of business on April 6, 2026. Any proposal received after such date will be considered untimely. All Rule 14a-8
proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the Company’s proxy
materials for the 2026 Annual Meeting. The public announcement of an adjournment or postponement of the date of the Annual Meeting will
not commence a new time period (or extend any time period) for submitting a proposal pursuant to Rule 14a-8.
Advance
Notice Deadline for Director Nominations
To
be considered for inclusion in proxy materials for the 2026 Annual Meeting to bring nominations for directors, any such nominations must
be received by the Company at the same address provided above no later than the close of business on April 6, 2026. Any proposal received
after such date will be considered untimely.
Further,
to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees
must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by April 6, 2026.
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:
March 25, 2026 |
By: |
/s/
Robin Ross |
| |
Name: |
Robin
Ross |
| |
Title: |
Chief
Executive Officer |
