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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): January 9, 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
1.01. |
Entry
into a Material Definitive Agreement. |
ATM
Agreement
On
January 9, 2026, Trio Petroleum Corp, a Delaware corporation (the “Company”), 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
Securities and Exchange Commission (the “Commission”) covering the sale of shares of Common Stock having an aggregate
offering price of up to $3,600,000 (the “Placement Shares”), in connection with the Offering (the “Prospectus Supplement”),
along with the base prospectus (hereafter referred to collectively with the Prospectus Supplement as the “Prospectus”), under
its existing Registration Statement on Form S-3 (File No 333-281813), which became effective on September 10, 2024 (the “Registration
Statement”).
Upon
delivery of a Placement Notice (as such term is defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement,
the Sales Agent shall use its commercially reasonable efforts to sell the Placement Shares by (i) any method permitted by law deemed
to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), including sales made directly on or through the NYSE American or on any other existing trading market
for the Common Stock and/or (ii) any other method permitted by law with the Company’s consent.
The
Company will designate the maximum amount of Common Stock to be sold through the Sales Agent in any placement under the Offering.
The Company may instruct the Sales Agent not to sell any Placement Shares if the sales cannot be effected at or above a price designated
by the Company in a Placement Notice. The Company or the Sales Agent may suspend the offering of the Placement Shares being made through
the Sales Agent under the ATM Agreement upon proper notice to the other party. The Company and the Sales Agent each have the right, by
giving written notice as specified in the ATM Agreement, to terminate the ATM Agreement in each party’s sole discretion at any
time. The Sales Agent may also terminate the ATM Agreement, by written notice to the Company, upon the occurrence of certain events as
described in the ATM Agreement including, without limitation, if there has been a Material Adverse Effect (as such term is defined in
the ATM Agreement). Unless earlier terminated, pursuant to the terms of the ATM Agreement, the ATM Agreement shall automatically terminate
upon the issuance and sale of all of the Placement Shares through the Sales Agent.
The
ATM Agreement provides that the Sales Agent will be entitled to aggregate compensation for its services up to 3.0% of the gross proceeds
from each sale of Placement Shares sold through the Sales Agent under the ATM Agreement. The Company has no obligation to sell any Placement
Shares under the ATM Agreement. The Company has agreed in the ATM Agreement to provide indemnification and contribution to the Sales
Agent against certain liabilities, including liabilities under the Securities Act.
The
Placement Shares will be offered and sold pursuant to the Registration Statement, and offerings of the Placement Shares will be made
only by means of the Prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer
to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of such state.
The
foregoing description of the material terms of the ATM Agreement is qualified in its entirety by reference to the full text of the ATM
Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
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) |
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:
January 9, 2026 |
|
| |
|
| Trio
Petroleum Corp. |
|
| |
|
|
| By: |
/s/
Robin Ross |
|
| Name: |
Robin
Ross |
|
| Title: |
Chief
Executive Officer |
|
