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2025-08-15
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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): August 15, 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. |
Convertible
Notes Financing
Principal,
Funding Amount and Net Proceeds of Convertible Notes Financing
On
August 15, 2025, Trio Petroleum Corp (the “Company”) closed a private placement pursuant to which it issued a series
of three (3) Unsecured Convertible Promissory Notes (the “Notes”) to three institutional investors (the “Investors”)
in an aggregate principal amount of $1,200,000 (the “Notes Principal Amount”), having an aggregate original issue discount
of $180,000, or 15%, resulting in an aggregate funding amount of $1,020,000 (the “Notes Funding Amount”). After the payment
of $71,400 to Ladenburg Thalman & Co. Inc, as an exclusive placement agent fee, and $20,000 to reimburse the lead Investor
for its legal fees, net proceeds of the financing was $928,600.
The Company has agreed to use the
net proceeds from the sale of the Note for working capital and general corporate purposes only, unless otherwise approved in writing
by each Investor with respect to its Note.
Prepayment
of Notes
The
Company may prepay all or any portion of the Notes at any time (without penalty or premium if prepaid on or before the maturity date
of February 15, 2026). If, during the period the Notes remain outstanding, the Company raises any type of equity-related financing, the
Investors have the right to request that an aggregate of up to 25% of the gross proceeds raised by the Company in any such financing
be used to repay the outstanding amounts of the Notes.
Conversion
of Notes
The
Investors may request conversion of the Notes, at any time, into shares of common stock, par value $0.0001 per share, of the Company
(the “Conversion Shares”). Additionally, the Company has the right to require the Investors to convert their Notes in the
event that at such time, for each of the five (5) preceding trading days prior to such date (i) the daily volume weighted average price
(“VWAP”) of the Company’s common stock on the NYSE American or any other principal securities exchange on which the
common stock is then traded (the “Principal Exchange”) is greater than $0.85 (subject to adjustments for forward splits and
reverse splits of the common stock and other similar recapitalizations, as well as such other adjustments as provided in the Notes),
(ii) all of the Conversion Shares have been registered for resale under an effective registration statement filed with the Securities
and Exchange Commission (“SEC”), and (iii) the daily dollar trading volume for the common stock on the Principal Exchange
exceeds $500,000 per trading day; provided, however, that the amount subject to such conversion, under any of the Notes, shall
not exceed twenty percent (20%) of the total dollar trading volume of the common stock during such 5-day period. Furthermore, any conversion
may not result in the issuance of shares of common stock to an Investor, which would cause such Investor, along with its affiliates,
to own more than 4.99% (9.99%, if elected by the Investor) of the Company’s then outstanding shares of common stock nor to exceed
the maximum number of shares that such Investor may convert pursuant to its Note (the “Beneficial Ownership Limitation”).
Conversion
Price and Maximum Number of Conversion Shares
The
conversion price of the Notes is equal to the lesser of (i) $1.32 and (ii) 90% of the lowest daily VWAP of the common stock on the Principal
Exchange, during the five (5) trading days prior to the date of a notice of conversion (a “Conversion Notice”). Notwithstanding
the foregoing, the Conversion Price shall not be less than a floor price of $0.72, subject to certain adjustments, as provided in the
Notes (the “Floor Price”). In the event that any Investor desires to convert its Note at a time when the applicable Conversion
Price is less than the Floor Price, such Investor may request a reduction to the Floor Price to the then applicable Conversion Price,
but, in any event, not less than $0.22, which is 20% of the closing price of $1.10 of the common stock on the Principal Exchange on the
trading day immediately prior the original issuance date of the Notes. Upon any such reduction in the Floor Price, the Floor price of
the other Notes shall be similarly reduced.
Notwithstanding
any of the other terms of the Notes, the maximum number of shares of common stock which may be issued upon the conversion of all of the
Notes is 1,679,127 shares (the “Maximum Number of Conversion Shares), which is equal to 19.99% of the 8,399,839 shares
of the Company’s common stock issued and outstanding on the closing date of the private placement.
Certain
Covenants The Notes also include the following covenants of the Company:
Subsequent
Equity Sales. From the original issuance date of the Notes, until the date that is thirty (30) trading days after the effective date
of the registration statement registering the Conversion Shares for resale (the “Registration Statement”), the Company is
not permitted to directly or indirectly, without the consent of the Investors holding a majority of the principal amount of the Notes
(a “Majority-in-Interest of the Notes”), enter into, issue, offer, announce, or agree to issue any, equity-linked securities,
debt, or securities convertible into or exercisable for equity, including but not limited to any new equity line of credit, forward sale
agreement, or other similar transaction. These issuance restrictions do not apply to an Exempt Issuance (as such term is defined in the
Notes). The Company is also permitted to issue shares of common stock in an At-the-Market transaction registered with the SEC (“ATM”).
Variable
Rate Transactions. From the original issuance date of the Notes, until the Notes have been fully repaid and/or converted, in full,
the Company, unless it obtains the consent of holders of a Majority-In-Interest of the Notes, is prohibited from effecting or entering
into any Variable Rate Transaction (as such term is defined in the Notes); provided that an ATM shall not be deemed to be a Variable
Rate Transaction.
Event
of Default
The
Notes also contain customary provisions constituting an Event of Default and, if an Event of Default occurs, the Notes may be accelerated,
in which case they will become due and payable, within ten (10) days after the Event of Default. Default interest shall also be payable
at a rate of the lesser of eighteen percent (18%) per annum and the maximum applicable rate of interest provided by law (the “Applicable
Rate of Interest”), until the earlier of (i) the date that the Event of Default has been cured or (ii) all amounts due and payable
under the Notes, including such default interest, have been repaid and/or converted. Additionally, if an Event of Default occurs, the
Investors have the right to convert the Notes at a Conversion Price equal to 80% of the lowest daily VWAP during the ten (10) trading
days prior to the date of conversion, but not less than $1.10 per share, subject to the Beneficial Ownership Limitation and Maximum
Number of Conversion Shares.
Registration
Rights
Under
the terms of the Notes and a registration rights agreement entered into by the Company with each of the Investors, dated August 15, 2025
(the “Registration Rights Agreement”), the Company has agreed to file a Registration Statement with the SEC to register
the Conversion Shares under the Securities Act of 1933, as amended (the “Securities Act”), within twenty (20) trading
days after the date that the financing has been funded and use its best efforts to have the Registration Statement to become
effective within sixty (60) days after such filing date, and to use its commercially reasonable best efforts to keep the Registration
Statement effective under the Securities Act until all of the Conversion Shares covered by such Registration Statement (i) have been
sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and
without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (to the extent
applicable). The Registration Rights Agreement also provides for the payment of partial liquidated damages by the Company to each
Investor for failure to comply with certain filing dates and effectiveness dates, relating to the Registration Statement, in an amount
equal to the product obtained when multiplying one percent (1%) by the funding amount paid by such Investor, on a monthly basis, until
the failure has been cured. Interest is also payable, at the Applicable Rate of Interest, for any amounts not paid within seven (7) days
after it becomes payable.
The
above descriptions of the Notes and the Registration Rights Agreement are qualified in their entirety by the text of each
of them, copies of which are attached as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, and
Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated by reference herein.
| Item 2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information disclosed under Item 1.01 is incorporated by reference into this Item 2.03 to the extent required.
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
The information contained above under
Item 1.01, to the extent applicable, is hereby incorporated by reference herein. The offering and sale of the Notes was made in a private
placement transaction exempt from registration in reliance on the exemption afforded the Company by Section 4(a)(2) and/or
Rule 506(b) of Regulation D of the Securities Act, and the rules and regulations promulgated thereunder, and corresponding provisions of state securities or “blue sky” laws. The Notes were issued
solely to institutional investors that are accredited investors, as defined in Rule 501(a) under the Securities Act. No general solicitation
or advertising was conducted in connection with the offering.
Any Conversion Shares may be issued
in reliance on an exemption from registration under the Securities Act or pursuant to an effective registration statement, depending
on the circumstances at the time of issuance and in accordance with the terms of the Registration Rights Agreement.
None
of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United
States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares
of common stock or other securities of the Company.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Unsecured
Convertible Promissory Note, dated August 15, 2025, issued by Trio Petroleum Corp in the principal amount of $660,000, due
February 15, 2026 |
| 4.2 |
|
Unsecured
Convertible Promissory Note, dated August 15, 2025, issued by Trio Petroleum Corp in the principal amount of $270,000 due
February 15, 2026 |
| 4.3 |
|
Unsecured
Convertible Promissory Note, dated August 15, 2025, issued by Trio Petroleum Corp in the principal amount of $270,000, due
February 15, 2026 |
| 10.1 |
|
Registration Rights Agreement, dated August 15, 2025, among Trio Petroleum Corp and purchasers thereto |
| 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:
August 18, 2025 |
By: |
/s/
Robin Ross |
| |
Name: |
Robin
Ross |
| |
Title: |
Chief
Executive Officer |
