Trio Petroleum (NYSE: TPET) amends capacity of its ATM stock offering

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Trio Petroleum Corp filed a current report describing an amendment to its at-the-market stock offering program with Ladenburg Thalmann & Co. Inc. as sales agent. The amendment updates the prospectus supplement so that, under General Instruction I.B.6, shares of common stock with an aggregate sales amount of $3,292,000 remain eligible for sale.

The filing states that the maximum aggregate offering amount under the at-the-market program is $6,892,542, which includes common stock previously sold for an aggregate sales price of $3,599,885, representing 7,344,372 shares. The report also files a legal opinion from Ellenoff Grossman & Schole LLP related to the placement shares and references the existing sales agreement dated January 9, 2026.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/03/2026 - 09:35 AM

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): March 3, 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 8.01.

Other Events.

On January 9, 2026, Trio Petroleum Corp, a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “January 9^th 8-K”) with the Securities and Exchange Commission (the “Commission”) reporting that it had 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 Commission covering the sale of shares of Common Stock having an aggregate offering price of up to $3,600,000, in connection with the Offering (the “Prospectus Supplement”), along with the base prospectus (the “Base Prospectus”), under its existing Registration Statement on Form S-3 (File No 333-281813), which became effective on September 10, 2024 (the “Registration Statement”).

On March 3, 2026, the Company filed Amendment No. 1 to the Prospectus Supplement (the “Amendment” and together with the Base Prospectus and the Prospectus Supplement, the “Prospectus”) amending and supplementing the Prospectus Supplement to update the amount of shares eligible for sale under General Instruction I.B.6. Following the filing of the Amendment, the aggregate amount of shares eligible for sale is $3,292,000 (the “Placement Shares”). The maximum aggregate offering amount is $6,892,542, which includes shares of Common Stock having an aggregate sales price of $3,599,885 (7,344,372 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement.

All other terms of the Offering and the ATM Agreement are described in the January 9^th 8-K and the ATM Agreement, which is filed as Exhibit 10.1 to the January 9^th 8-K.

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)

* Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Commission on January 9, 2026

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: March 3, 2026

Trio Petroleum Corp.

By:	/s/ Robin Ross
Name:	Robin Ross
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change did Trio Petroleum Corp (TPET) report to its at-the-market offering?

Trio Petroleum Corp reported an amendment to its at-the-market stock offering, updating its prospectus so that common shares with an aggregate sales amount of $3,292,000 remain eligible for sale. This change aligns the program with General Instruction I.B.6 limits.

What is the maximum aggregate offering amount under Trio Petroleum’s ATM program?

The maximum aggregate offering amount under Trio Petroleum’s at-the-market program is $6,892,542. This total includes common stock previously sold for an aggregate sales price of $3,599,885, corresponding to 7,344,372 shares already issued under the program.

How much stock has Trio Petroleum already sold under the ATM prospectus?

Trio Petroleum has already sold common stock with an aggregate sales price of $3,599,885 under its at-the-market prospectus. Those prior sales represent 7,344,372 shares of common stock, which are included within the maximum aggregate offering amount of $6,892,542.

Who is the sales agent for Trio Petroleum Corp’s at-the-market offering?

Ladenburg Thalmann & Co. Inc. acts as the sales agent for Trio Petroleum Corp’s at-the-market common stock offering. The relationship is governed by an At Market Issuance Sales Agreement originally dated January 9, 2026, referenced again in this current report.

What legal opinion was filed with Trio Petroleum’s March 3, 2026 report?

Trio Petroleum filed a legal opinion from Ellenoff Grossman & Schole LLP relating to the placement shares in its at-the-market offering. The firm’s consent is included, and the opinion addresses the validity of the common stock offered under the updated prospectus.

Which SEC registration statement supports Trio Petroleum’s ATM offering?

Trio Petroleum’s at-the-market offering is made under its existing Registration Statement on Form S-3, File No. 333-281813. That registration statement became effective on September 10, 2024 and underlies the base prospectus and related prospectus supplement.

Filing Exhibits & Attachments

5 documents