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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): December 23, 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.) |
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
1.01. Entry Into a Material Definitive Agreement.
On
December 23, 2025, Trio Petroleum Corp, a Delaware corporation (the “Company”), executed and entered into a Consulting Agreement
(the “IR Agreement”) with Redwood Empire Financial Communications LLC (the “Consultant”) renewing the Consultant’s
investor relations services, effective as of January 1, 2026, and continuing through June 30, 2026. In consideration for Consultant’s
agreement to provide the services set forth in the IR Agreement, the Company has agreed to issue to the Consultant 50,000 shares of the
Company’s common stock, $0.0001 per share (the “Common Stock”), which shares of Common Stock will be issued on or before
January 1, 2026 and will be restricted shares of Common Stock with applicable legends restricting trading thereof. The IR Agreement is
terminable by either party upon at least 30 days’ notice or immediately by the nonbreaching party, in the event of a breach by
the other party. The IR Agreement also contains certain representations by the Consultant and certain mutual indemnifications by the
parties.
The
foregoing summary of the IR Agreement is not complete and is qualified in its entirety by reference to the full text of the IR Agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
3.02. Unregistered Sale of Equity Securities
See
the information on the sale of restricted shares of Common Stock of the Company in Item 1.01 above. The Company is issuing the shares
of Common Stock to the Seller in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Consulting Agreement between Trio Petroleum Corp and Redwood Empire Financial Communications LLC, effective as of January 1, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within 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:
December 29, 2025 |
By: |
/s/
Robin Ross |
| |
Name: |
Robin
Ross |
| |
Title: |
Chief
Executive Officer |
