Trio Petroleum (NYSE: TPET) expands at-the-market stock program

Q: What legal opinion was filed in connection with Trio Petroleum’s ATM update?

Trio Petroleum filed a legal opinion from Ellenoff Grossman & Schole LLP relating to the placement shares. This opinion appears as Exhibit 5.1, with a related consent included as Exhibit 23.1, supporting the validity of the common stock offered under the program.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Trio Petroleum Corp is updating its at-the-market common stock offering so that up to $6,485,000 of shares are now available for sale under its existing program. This follows two amendments to its prospectus supplement tied to a Form S-3 shelf registration.

After these changes, the maximum aggregate offering amount under the at-the-market program is $13,377,000, which includes $6,891,859 in previously sold common stock, representing 9,254,648 shares. The offering continues under an At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. as sales agent.

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.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 03/04/2026 - 07:05 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 4, 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 (“Amendment No. 1”) amending and supplementing the Prospectus Supplement to update the amount of shares eligible for sale under General Instruction I.B.6 of Form S-3 (“Instruction I.B.6.). Following the filing of Amendment No. 1, the aggregate amount of shares that were available for sale was $3,292,000. The maximum aggregate offering amount was $6,892,000, 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.

On March 4, 2026, the Company filed Amendment No. 2 to the Prospectus Supplement (“Amendment No. 2”) further amending and supplementing the Prospectus Supplement, as amended, to further update the amount of shares eligible for sale under General Instruction I.B.6. Following the filing of Amendment No. 2, the aggregate amount of shares that are available for sale is $6,485,000 (the “Placement Shares”). The maximum aggregate offering amount was $13,377,000, which includes shares of Common Stock having an aggregate sales price of $6,891,859 (9,254,648 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

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 4, 2026

Trio Petroleum Corp.

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

Source: View Original Filing on SEC EDGAR

FAQ

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

Trio Petroleum updated its at-the-market common stock program so that up to $6,485,000 of shares are now available for sale. This change comes through Amendment No. 2 to its prospectus supplement under an existing Form S-3 shelf registration.

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

The maximum aggregate offering amount under Trio Petroleum’s at-the-market stock program is $13,377,000. This figure includes previously sold common stock with an aggregate sales price of $6,891,859, corresponding to 9,254,648 shares already issued under the program.

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

Trio Petroleum has already sold common stock with an aggregate sales price of $6,891,859 under its at-the-market program. Those prior sales represent 9,254,648 shares of common stock issued pursuant to the prospectus supplement, as amended by earlier updates.

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

Ladenburg Thalmann & Co. Inc. acts as sales agent for Trio Petroleum’s at-the-market common stock offering. The relationship is governed by an At Market Issuance Sales Agreement dated January 9, 2026, which allows periodic stock sales through the agent.

What role does Form S-3 play in Trio Petroleum’s stock offering?

Trio Petroleum’s at-the-market program operates under an effective Form S-3 shelf registration statement. The company uses a prospectus supplement, and amendments to that supplement, to define and update the dollar amount of common stock that can be sold over time.

What legal opinion was filed in connection with Trio Petroleum’s ATM update?

Trio Petroleum filed a legal opinion from Ellenoff Grossman & Schole LLP relating to the placement shares. This opinion appears as Exhibit 5.1, with a related consent included as Exhibit 23.1, supporting the validity of the common stock offered under the program.

Filing Exhibits & Attachments

5 documents