false
0001898766
0001898766
2025-08-01
2025-08-01
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): August 1, 2025
| 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.) |
5401
Business Park, Suite 115
Bakersfield,
CA 93309
(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 |
|
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation
of Stanford Eschner as the Company’s Vice Chairman and a Director
On
August 1, 2025, during a meeting of the board of directors (the “Board”) of Trio Petroleum Corp. (the “Company”),
Stanford Eschner tendered his resignation as Vice Chairman and a director of the Company, effective as of August 1, 2025, which resignation
was accepted by the Board. Mr. Eschner’s decision to resign as a director was not the result of any disagreements between Mr. Eschner,
on the one hand, and the Company’s management or Board, on the other hand, as to any matter relating to the Company’s operations,
policies, or practices.
Additionally,
the Board authorized and approved the Company’s engagement of Mr. Eschner as consultant to the Company from August 1, 2025 to December
31, 2025 and the Compensation Committee of the Board of Directors (the “Compensation Committee”) authorized and approved
payment to Mr. Eschner of $4,267 per month, during the term of his service as a consultant to the Company and a one-time
issuance of 15,000 shares of common stock, par value $0.0001 per share of the Company (“Common Stock”), pursuant to
the Company’s 2022 Equity Incentive Plan (the “2022 Plan”).
The
Company entered into a Consulting Agreement, effective as of August 1, 2025 (the “Consulting Agreement”), which sets forth
the services to be provided by Mr. Eschner through December 31, 2025, the compensation payable to Mr. Eschner therefor, and the other
applicable terms relating to the consulting engagement.
The
above description of the Consulting Agreement is qualified in its entirety by the text of the Consulting Agreement, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K (this “8-K”).
Compensation
Payable to Robin Ross, the Company’s Chief Executive Officer
On
August 1, 2025, the Compensation Committee, in recognition of Robin Ross’s significant contributions to the Company, since he was
appointed the Chief Executive Officer of the Company, authorized and approved an increase in his base salary from a rate of $300,000
per year to $400,000 per year, effective as of August 1, 2025. Additionally, the Compensation Committee also authorized and approved
a one-time award of 625,000 shares of Common Stock to Mr. Ross, pursuant to the 2022 Plan. The terms of the increase in Mr. Ross’s
compensation and the one-time issuance of shares of Common Stock will be memorialized in an amendment to Mr. Ross’s Executive Employment
Agreement, which was effective as of July 11, 2024 (the “Ross Employment Agreement”) to be entered into by the Company and
Mr. Ross, promptly after the filing of this 8-K.
Additionally,
the Compensation Committee, pursuant to the provisions of Section 4 of the Ross Employment Agreement, also authorized and approved
a cash bonus payable to Mr. Ross, in the amount of $150,000, to be paid at such time as determined by the Board.
Compensation
Payable to Gregory Overholtzer, the Company’s Chief Financial Officer
On
August 1, 2025, the Compensation Committee authorized and approved a one-time award of 62,500 shares of Common Stock to Gregory Overholtzer,
the Company’s Chief Financial Officer, pursuant to the 2022 Plan. The terms of the one-time issuance of shares of Common Stock
will be memorialized in an agreement to be entered into between the Company and Mr. Overholtzer, promptly after the filing of this 8-K.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
Number |
|
Exhibit |
| 10,1 |
|
Consulting Agreement, effective as of August 1, 2025, between the Company and Stanford Eschner |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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: August 5, 2025 |
By: |
/s/ Robin
Ross |
| |
Name: |
Robin Ross |
| |
Title: |
Chief Executive Officer |
