Trio Petroleum Corp Announces Update on At Market Issuance Sales Agreement and Share Offering

Key Points for Investors

• Current Report Date: March 30, 2026
• Form: 8-K Filing with the U.S. Securities and Exchange Commission
• Company: Trio Petroleum Corp (NYSE American: TPET)
• Offering Update: Maximum aggregate offering now set at \$20,028,000
• Remaining Shares for Sale: \$1,010,000 worth of shares of common stock available for sale under the At Market Issuance Sales Agreement
• Shares Previously Sold: \$19,016,726 (19,202,455 shares) already sold under the Prospectus Supplement, as amended
• Legal Opinion: Ellenoff Grossman & Schole LLP has issued a legal opinion confirming shares are validly issued, fully paid, and non-assessable
• Emerging Growth Company: Trio Petroleum Corp is classified as an emerging growth company

Detailed Article

Trio Petroleum Corp, a Delaware-based energy company (NYSE American: TPET), has filed a current report on Form 8-K with the SEC, dated March 30, 2026. This filing provides investors with a comprehensive update regarding the company’s ongoing At Market Issuance Sales Agreement (“ATM Agreement”) with Ladenburg Thalmann & Co. Inc., acting as the sales agent.

Background and Offering Structure

The ATM Agreement, originally disclosed in a January 9, 2026 8-K filing, allows the company to issue and sell shares of its common stock (par value \$0.0001 per share) periodically through its agent. The initial prospectus supplement covered an aggregate offering price of up to \$3,600,000, under the company’s effective Registration Statement on Form S-3 (File No 333-281813), effective since September 10, 2024.

Several amendments to the prospectus supplement have been made to update the amount of shares eligible for sale under General Instruction I.B.6 of Form S-3. The most recent amendment (Amendment No. 5), filed on March 30, 2026, reduces the aggregate amount of shares available for sale to \$1,010,000. This is after accounting for \$19,016,726 (19,202,455 shares) already sold under prior versions of the prospectus supplement.

Legal Opinion and Shareholder Assurance

The legal opinion provided by Ellenoff Grossman & Schole LLP, filed as Exhibit 5.1, assures shareholders that the shares being offered are duly authorized, validly issued, fully paid, and non-assessable. This means investors buying shares under this offering can be confident in the legal standing and rights attached to the shares.

Ellenoff Grossman & Schole LLP further consents to the inclusion of their opinion in the company’s filings and under the “Experts” section of the prospectus, reinforcing transparency and legal compliance.

Important Shareholder Information

• Potential Dilution: The ongoing sale of shares under the ATM Agreement may result in dilution for existing shareholders, as new shares are issued and sold to raise capital.
• Use of Proceeds: While the filing does not specify the exact intended use of proceeds from these sales, such offerings typically support operational liquidity, capital expenditures, and growth initiatives.
• Aggregate Offering Limit: The total maximum offering under this program has reached \$20,028,000, with only \$1,010,000 left available for new sales.
• Emerging Growth Company Status: Trio Petroleum Corp remains an emerging growth company, which may impact its regulatory compliance and financial reporting standards.
• No Extended Transition Period: The company has not elected to use the extended transition period for complying with new or revised financial accounting standards. This means Trio Petroleum will adopt new accounting standards as they become applicable, potentially impacting financial results.

Potential Price Sensitivity

The update on share availability and aggregate offering amount is potentially price sensitive. Investors should be aware that additional sales of common stock under the ATM Agreement may impact share value due to dilution. Additionally, the company’s ability to raise capital quickly may position it for growth or strategic initiatives, but could also signal ongoing capital needs. The legal opinion confirming the validity of these shares is positive for investor confidence.

Registered Securities

Leadership and Contact

The report was signed by Robin Ross on behalf of Trio Petroleum Corp. The company’s principal address is 23823 Malibu Road, Suite 304, Malibu, CA 90265.

Conclusion

Investors should closely monitor Trio Petroleum Corp’s share issuance activity under its ATM program, as further sales may influence share price through dilution. The legal assurance from Ellenoff Grossman & Schole LLP strengthens the credibility of the offering. As Trio Petroleum continues to execute its capital raising strategy, shareholders should assess how these proceeds may be deployed and the implications for company growth and valuation.

Disclaimer: This article is based on publicly available SEC filings and is intended for informational purposes only. It does not constitute investment advice, and readers should consult their own financial advisors before making any investment decisions. The information herein may contain forward-looking statements and is subject to change without notice.

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