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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 30, 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.
Asset
Purchase Transaction with Novacor Exploration Ltd.
As
of December 30, 2025, Trio Petroleum Corp, a Delaware corporation (the “Company”) entered into an Asset Purchase Agreement
(the “APA”) with Trio Petroleum Canada, Corp., an Alberta, Canada corporation and a wholly owned subsidiary of the Company
(the “Buyer” or “Trio Canada”), and Novacor Exploration Ltd., a corporation incorporated under the Canada Business
Corporations Act (the “Seller”), pursuant to which, subject to the terms and conditions set forth in the APA, the Buyer agreed
to acquire certain assets of Seller relating to Seller’s oil and gas business, including certain contracts, leases and permits
for working interests in petroleum and natural gas and mineral rights located in the Lloydminster, Saskatchewan heavy oil region in Canada
(collectively, the “Assets”), free and clear of any liens other than certain specified liabilities of Seller that are being
assumed (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, the
“Transaction”) for a total purchase price of CD$1 Million (US$730,300 based on the applicable exchange rate to U.S. Dollars).
The Company issued to Seller 912,875 restricted shares (the “Shares”) of common stock, par value US$0.0001 per share (the
“Common Stock”), of the Company, subject to certain registration rights (the “Purchase Price”).
The
Transaction was closed on December 30, 2025, simultaneously with the execution by the Company, Trio Canada and the Seller of the APA
and other transaction documents (the “Closing”). At the Closing, title to the Assets was delivered to the Buyer, and the
Company commenced the process to deliver the Shares to the Seller.
Following
the Closing, (i) operating costs for the Assets shall, for a period of two (2) years, be held at the levels detailed in the auditor’s
report over the eighteen (18) month period prior to the Closing, prepared for the Buyer on the basis of the due diligence materials provided
by the Seller to the Buyer in connection with the Transaction, unless mutually agreed otherwise; (ii) after such two-year period, operating
costs shall remain competitive with other operators in the area; and (iii) the Buyer shall be entitled to terminate the Seller’s
post-Closing actions at any time on 30 days’ prior written notice to the Seller.
After
the Closing, with respect to the Assets, the Seller shall act as the on-site operator of the Assets and perform all work and services
as provided in the APA.
The
foregoing summary of the APA is not complete and is qualified in its entirety by reference to the full text of the APA, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The representations, warranties and covenants set forth in
the APA have been made only for purposes of the APA and solely for the benefit of the parties thereto, and may be subject to limitations
agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual
risk between the parties to the APA instead of establishing these matters as facts. In addition, information regarding the subject matter
of the representations and warranties made in the APA may change after the date of the APA. Accordingly, the APA is included with this
Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other
factual information regarding the Company, its subsidiary, the Assets or Liabilities, or the Company’s or its subsidiary’
respective businesses as of the date of the APA or as of any other date.
Registration
Rights Agreement
On
December 30, 2025, the Company and the Seller executed and entered into a Registration Rights Agreement with respect to the Shares (the
“RRA”). Pursuant to the provisions of the RRA, the Seller is entitled to certain “piggyback” registration rights,
with respect to the Registrable Securities (as such term is defined in the RRA), providing the Seller with the right to include the Registrable
Securities in a registration statement filed by the Company for the registration of its securities and/or the resale of shares of Common
Stock by other stockholders of the Company (a “Piggyback Registration Statement”), subject to certain limitations and restrictions.
In the event that the Registrable Securities are not included in a Piggyback Registration Statement filed by the Company with the Securities
and Exchange Commission (“SEC”) on or before March 31, 2026, the Company is obligated to file a registration statement on
or before March 31, 2026, to register the resale of the Registrable Securities, subject to certain limitations and restrictions. The
Company has agreed to pay all fees relating to the registration of the Registrable Securities, except any broker or similar commissions
payable by a holder of Registrable Securities.
The
foregoing summary of the RRA is not complete and is qualified in its entirety by reference to the full text of the RRA, a copy of which
is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item
3.02. Unregistered Sale of Equity Securities
The
information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon
the representations of the Seller in the APA, the issuance and sale of Common Stock pursuant to the APA to the Seller as the Purchase
Price in the Transaction was made in a private placement transaction exempt for registration in reliance on the exemption afforded by
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities
or “blue sky” laws.
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 Commission or an applicable exemption from the registration requirements. 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
7.01 Regulation FD
On
January 5, 2026, the Company issued a press release announcing the signing of the APA and the RRA. A copy of such release is furnished
hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1* |
|
Asset Purchase Agreement, dated as of December 30, 2025, by and among, Trio Petroleum Corp, Trio Petroleum Canada, Corp. and Novacor Exploration Ltd. |
| 10.2 |
|
Registration Rights Agreement, dated as of December 30, 2025, by and between, Trio Petroleum Corp and Novacor Exploration Ltd. |
| 99.1 |
|
Press release, dated January 5, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within Inline XBRL document). |
* Certain exhibits and schedules have been omitted
pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted exhibit or schedule to the SEC
upon request.
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:
January 5, 2026 |
By: |
/s/ Robin Ross |
| |
Name: |
Robin
Ross |
| |
Title: |
Chief
Executive Officer |
