Trio Petroleum (NYSE: TPET) adjusts ATM, $1,060,000 capacity left

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Trio Petroleum Corp reports a series of updates to its at-the-market common stock offering under an existing sales agreement with Ladenburg Thalmann & Co. Inc. The latest change, Amendment No. 8, leaves $1,060,000 of common stock available for sale as placement shares.

Through Amendments No. 1 through No. 8, filed between March 3 and April 8, 2026, the company increased the maximum aggregate offering amount to $22,926,000. It has previously sold common stock with an aggregate sales price of $21,865,453, representing 23,631,319 shares, under the prospectus supplement, as amended.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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.

Key Figures

Remaining ATM capacity: $1,060,000 Maximum aggregate ATM amount: $22,926,000 Aggregate sales to date: $21,865,453 +2 more

5 metrics

Remaining ATM capacity $1,060,000 Placement shares available after Amendment No. 8

Maximum aggregate ATM amount $22,926,000 Maximum aggregate offering amount after Amendment No. 8

Aggregate sales to date $21,865,453 Common stock previously sold under the prospectus supplement, as amended

Shares sold through ATM 23,631,319 shares Common stock sold under the prospectus supplement, as amended

Initial prospectus supplement capacity $3,600,000 Original aggregate offering price covered by the January 9, 2026 prospectus supplement

Key Terms

At Market Issuance Sales Agreement, General Instruction I.B.6 of Form S-3, prospectus supplement, Registration Statement on Form S-3, +1 more

5 terms

At Market Issuance Sales Agreement financial

"entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc."

General Instruction I.B.6 of Form S-3 regulatory

"to update the amount of shares eligible for sale under General Instruction I.B.6 of Form S-3"

prospectus supplement regulatory

"filed a prospectus supplement with the Commission covering the sale of shares of Common Stock"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form S-3 regulatory

"under its existing Registration Statement on Form S-3 (File No 333-281813)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Placement Shares financial

"the aggregate amount of shares that are available for sale is $1,060,000 (the “Placement Shares”)."

Placement shares are shares sold directly to a small group of selected investors, often institutions or accredited individuals, rather than to the public on an exchange. They matter because they bring quick capital to the company but increase the total number of shares outstanding and can reduce each existing shareholder's percentage ownership and shift who benefits from future profits—like taking a private loan from a few lenders that changes who has a stake in the business.

Understanding 8-K Material Events →

04/08/2026 - 05:00 PM

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 8, 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 9^th 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 were available for sale was $1,641,000 (the “Placement Shares”). The maximum aggregate offering amount was $19,018,000, which included 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.

On March 30, 2026, the Company filed Amendment No. 5 to the Prospectus Supplement (“Amendment No. 5”) 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. 5, the aggregate amount of shares that were available for sale was $1,010,000 (the “Placement Shares”). The maximum aggregate offering amount was $20,028,000, which includes shares of Common Stock having an aggregate sales price of $19,016,726 (19,202,455 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

On April 6, 2026, the Company filed Amendment No. 6 to the Prospectus Supplement (“Amendment No. 6”) 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. 6, the aggregate amount of shares that were available for sale was $945,000 (the “Placement Shares”). The maximum aggregate offering amount was $20,973,000, which includes shares of Common Stock having an aggregate sales price of $20,027,510 (20,651,554 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

On April 7, 2026, the Company filed Amendment No. 7 to the Prospectus Supplement (“Amendment No. 7”) 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. 7, the aggregate amount of shares that were available for sale was $893,000 (the “Placement Shares”). The maximum aggregate offering amount was $21,866,000, which includes shares of Common Stock having an aggregate sales price of $20,972,479 (22,025,654 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

On April 8, 2026, the Company filed Amendment No. 8 to the Prospectus Supplement (“Amendment No. 8”) 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. 8, the aggregate amount of shares that are available for sale is $1,060,000 (the “Placement Shares”). The maximum aggregate offering amount is $22,926,000, which includes shares of Common Stock having an aggregate sales price of $21,865,453 (23,631,319 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 9^th 8-K and the ATM Agreement, which is filed as Exhibit 10.1 to the January 9^th 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: April 8, 2026

Trio Petroleum Corp.

By:	/s/ Robin Ross
Name:	Robin Ross
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What ATM equity program did Trio Petroleum (TPET) update in this 8-K?

Trio Petroleum updated its at-the-market common stock offering conducted under an At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. The filing details multiple amendments to the related prospectus supplement and Form S-3 registration statement capacity.

How much common stock remains available under Trio Petroleum’s ATM after Amendment No. 8?

After Amendment No. 8, Trio Petroleum reports $1,060,000 of common stock available for sale as placement shares. This reflects capacity remaining under its existing at-the-market program after prior sales disclosed in the amended prospectus supplement.

What is the maximum aggregate offering amount under Trio Petroleum’s updated ATM program?

Following Amendment No. 8, the maximum aggregate offering amount under Trio Petroleum’s at-the-market program is $22,926,000. This figure includes common stock previously sold pursuant to the prospectus supplement, as amended, and the remaining capacity available for future issuances.

How many Trio Petroleum (TPET) shares have been sold through the ATM so far?

The company states that common stock with an aggregate sales price of $21,865,453, representing 23,631,319 shares, has been sold under the prospectus supplement, as amended. These sales were made in connection with the at-the-market offering program.

What role does General Instruction I.B.6 of Form S-3 play in Trio Petroleum’s filing?

Each amendment to the prospectus supplement updates the amount of shares eligible for sale under General Instruction I.B.6 of Form S-3. That instruction limits the size of offerings for certain issuers, so Trio Petroleum periodically recalculated capacity as market values changed.

Which legal documents accompany Trio Petroleum’s updated ATM placement shares?

The filing includes a legal opinion from Ellenoff Grossman & Schole LLP as Exhibit 5.1, covering the placement shares. It also references the existing At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc., incorporated by reference as Exhibit 10.1.

Filing Exhibits & Attachments

5 documents