Trio Petroleum Corp. Files Form 8-K Detailing Updates to At Market Issuance Sales Agreement

Key Points:

• Trio Petroleum Corp. (“the Company”) has filed a Current Report on Form 8-K with the Securities and Exchange Commission (SEC) dated April 10, 2026.
• This filing provides investors with significant updates regarding the Company’s “At Market Issuance Sales Agreement” (ATM Agreement) with Ladenburg Thalmann & Co. Inc., acting as sales agent.
• Under the ATM Agreement, Trio Petroleum can issue and sell shares of its common stock, par value \$0.0001 per share, from time to time through the sales agent, with the latest amendments updating the amounts eligible for sale under General Instruction I.B.6.
• The Company is an “emerging growth company” under SEC rules and its shares trade on the NYSE American under the symbol “TPET”.

Details of the Updated Offering:

• On January 9, 2026, the Company initially entered the ATM Agreement and filed a prospectus supplement for an offering of up to \$3,600,000 of its common stock. This was under its Registration Statement on Form S-3 (File No 333-281813), effective September 10, 2024.
• Subsequent to the initial filing, Trio Petroleum has filed a series of amendments to the prospectus supplement, each increasing the aggregate amount of shares available for sale:
• March 30, 2026 (Amendment No. 5): Aggregate amount of shares available for sale updated to \$1,010,000. The maximum aggregate offering amount reached \$20,028,000, including previously sold shares totaling \$19,016,726 (19,202,455 shares).
• April 6, 2026 (Amendment No. 6): Shares available for sale updated to \$945,000. The maximum aggregate offering amount increased to \$20,973,000, with \$20,027,510 already sold (20,651,554 shares).
• April 7, 2026 (Amendment No. 7): Further amendments were made (details not specified in this summary, but similar in nature).
• April 10, 2026 (Latest Amendment): The maximum aggregate offering amount now stands at \$24,208,000, with \$22,925,309 already sold (25,603,230 shares of common stock). The current offering covers up to \$1,282,000 of additional shares.
• The legal opinion from Ellenoff Grossman & Schole LLP regarding the validity of the shares being offered is filed as Exhibit 5.1 to this Form 8-K.
• The ATM Agreement itself is filed as Exhibit 10.1, allowing for full investor review.

Shareholder & Price Sensitive Information:

• The continued use of the ATM facility and the regular topping-up of the maximum offering amount means that Trio Petroleum is actively raising capital through share sales. This is a key development that shareholders and potential investors must monitor closely.
• The sale of additional shares into the market may have a dilutive effect on existing shareholders, which could impact the share price, especially if the capital raised is not matched by value-accretive uses.
• The rapid increase in the offering size from \$3.6 million to over \$24 million within just a few months is notable. The Company has already sold a substantial number of shares (over 25 million), which signals significant equity issuance activity.
• Investors should be aware that the Company is classified as an “emerging growth company,” which may affect the level of disclosure and accounting standards applied in its filings.

Summary Table of Key Offering Data:

Important Exhibits Filed:

• Opinion of Ellenoff Grossman & Schole LLP
• At Market Issuance Sales Agreement (ATM Agreement)
• Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
• Interactive Data File (XBRL)

Investor Takeaways:

• The ATM program remains active, with Trio Petroleum regularly increasing the capital it is seeking to raise. This is a clear sign that the Company is reliant on equity financing for its operations and/or growth plans.
• Shareholders should monitor the impact of ongoing share issuances on both short-term share price and long-term valuation.
• The Company’s rapid and substantial increases in offering amounts could be price sensitive, especially if not matched by proportional business growth or strategic investment.
• All other terms of the Offering and the ATM Agreement remain unchanged from previous filings.

Disclaimer: This article is provided for informational purposes only and does not constitute investment advice or an offer to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. The information herein is based on public filings and may not reflect the most current developments. All investments carry risk, including loss of principal.

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