Trio Petroleum Corp Files Form 8-K: Major Developments in At Market Issuance Sales Agreement

Key Points from the SEC Filing

• Form Filed: Trio Petroleum Corp has filed a Current Report on Form 8-K with the Securities and Exchange Commission (SEC).
• Date of Report: April 7, 2026
• Company Status: Trio Petroleum Corp is classified as an Emerging Growth Company under Rule 405 of the Securities Act of 1933.
• Security Details: The company’s common stock, par value \$0.0001 per share, trades under the symbol TPET on the NYSE American exchange.
• No written communications, soliciting material, or tender offers were reported in this filing.

Major Events for Shareholders

At Market Issuance Sales Agreement Expansion:
On January 9, 2026, Trio Petroleum Corp entered into an At Market Issuance Sales Agreement (ATM Agreement) with Ladenburg Thalmann & Co. Inc. as sales agent. This agreement allows the company to issue and sell shares of its common stock from time to time through the sales agent.
Initially, the company filed a prospectus supplement covering the sale of shares with an aggregate offering price of up to \$3,600,000 under its Registration Statement on Form S-3 (File No 333-281813), which became effective September 10, 2024.
On March 3, 2026, the company filed Amendment No. 1 to the Prospectus Supplement, amending and supplementing the sales agreement. As of this filing, the maximum aggregate offering amount has increased to \$21,866,000. This includes shares previously sold pursuant to the prior prospectus supplement, with 22,025,654 shares of common stock already sold for an aggregate sales price of \$20,972,479.

Legal Opinion and Exhibits

• Legal opinion: Ellenoff Grossman & Schole LLP, the company’s legal counsel, has provided a legal opinion relating to the Placement Shares, confirming that the shares offered are validly issued, fully paid, and non-assessable.
• Exhibits filed:
  • Exhibit 5.1: Opinion of Ellenoff Grossman & Schole LLP
  • Exhibit 10.1: At Market Issuance Sales Agreement (January 9, 2026)
  • Exhibit 23.1: Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
  • Exhibit 104: Cover Page Interactive Data File (embedded within the XBRL document)

Potential Share Price Impact

• Significant Increase in ATM Offering: The company’s ability to raise up to \$21,866,000 through at-the-market offerings is substantial. This could result in increased liquidity for the company and potential dilution for existing shareholders if new shares are issued.
• Ongoing Share Issuance: With over 22 million shares already sold, investors should monitor the impact of further issuances on share price and trading volumes.
• Emerging Growth Company Status: Trio Petroleum Corp qualifies as an emerging growth company, which means it may benefit from reduced regulatory requirements and extended transition periods for new accounting standards (although the company has not elected to use extended transition periods).
• Legal Confirmation: The legal opinion confirming the validity of newly issued shares gives confidence in the company’s compliance and corporate actions.

Other Shareholder Considerations

• No Tender Offers or Soliciting Material: The filing specifically indicates no soliciting material or tender offers related to the securities, which means no imminent takeover or buyout events.
• No Amendment Flag: The Form 8-K is not an amendment to a previously filed report, indicating this is a new disclosure.
• NYSE American Listing: The company’s shares remain listed and actively traded on the NYSE American exchange under the TPET ticker.
• Chief Executive Officer: The filing is signed by Robin Ross, CEO of Trio Petroleum Corp.

Summary for Investors

This Form 8-K filing is material and potentially price-sensitive due to the substantial increase in the ATM offering amount and ongoing share issuances. Investors should closely watch for updates on the use of proceeds, dilution impacts, and any further amendments to the sales agreement. The legal opinion and exhibits provide assurance of regulatory compliance and the validity of the newly issued shares. Trio Petroleum Corp’s emerging growth company status and continued NYSE American listing are positive signals, but share price may be affected by dilution and market response to the capital raised.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with a financial adviser before making investment decisions. Information is based on SEC filings and is subject to change. Trio Petroleum Corp’s future performance and share price may be affected by market conditions, dilution from share issuances, and other factors not discussed here.

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