エドガーで原本を確認する
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): April 2, 2024
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.) |
4115 Blackhawk Plaza Circle, Suite 100
Danville, CA 94506
(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: None.
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 1.01. Entry into a Material Definitive Agreement.
As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 4, 2024, Trio Petroleum Corp., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Investor”) for convertible debt financing in an aggregate amount of up to $3,255,000, to be funded in up to two tranches in which the Company would issue senior secured original issue 7% discount convertible promissory notes in an aggregate principal amount of $3.5 million. The Company issued to the Investor two promissory notes in an aggregate principal amount $2,550,000, consisting of a promissory note in the principal amount of $2,000,000, as amended (the “First Tranche Note”) and a second promissory note in the principal amount of $550,000 (the “Second Tranche Note” and collectively with the First Tranche Note, the “Notes”).
Under the terms of each of the Notes, the Investor had the right to accelerate up to six monthly payments of principal, by paying 103% of the principal amount being paid, in cash, shares of the Company’s common stock, par value $0.0001 per share, or a combination thereof, with the number of shares of common stock issuable being calculated based on a formula set forth in the Notes, subject to a floor price of $0.15 per share of common stock.
On April 5, 2024, the Company and the Investor executed and entered into an Amendment to Transaction Documents (the “Amendment”) amending the Second Tranche Note to permit the acceleration of more than six monthly payments pursuant to the Second Tranche Note, as initially provided in the Second Tranche Note, so that the entire outstanding balance of the Second Tranche Note could be repaid. The Amendment also amended the SPA to change the termination date of a prohibition against the Company’s entering into a variable rate transaction from the date that the Investor no longer holds the Notes to December 31, 2024,
The above description of the Amendment is qualified in its entirety by the text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
Between April 2, 2024 and April 5, 2024, pursuant to the terms of the First Tranche Note and the Second Tranche Note, the Company paid the remaining outstanding principal balance of the Notes, with a 3% premium, as provided in the Notes, by issuing and/or pending the issuance of a total of 8,926,664 shares of common stock to the Investor, calculated at the floor price of $0.15 per share of common stock. After the issuance of such shares of common stock to the Investor, the Company will have repaid both of the Notes, in full, the Notes will be cancelled, and the Company will have no further obligations thereunder. The Board has determined that the repayment of the Notes, in full, was in the best interest of the Company and its shareholders to terminate this indebtedness, simplify the Company's capital structure, and reduce total indebtedness.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
| Exhibit No. | Description | |
| 10.1 | Amendment to Transaction Documents dated April 5, 2024, | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
SIGNATURES
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: April 8, 2024
| TRIO PETROLEUM CORP. | ||
| By: | /s/ Michael L. Peterson | |
| Name: | Michael L. Peterson | |
| Title: | Chief Executive Officer | |
|
|
Exhibit 10.1
AMENDMENT TO TRANSACTION DOCUMENTS
This Amendment to Securities Purchase Agreement and Senior Secured Original Issue 7% Discount Convertible Promissory Note (this “Amendment”) is dated as of April 5, 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”), which amends (i) that certain Securities Purchase Agreement between the Company and the Investor, dated as of October 4, 2023 (the “Purchase Agreement”) and (ii) that certain Senior Secured Original Issue 7% Discount Convertible Promissory Note, with an original issuance date of January 2, 2024, issued by the Company to the Investor (the “Second Tranche Note”). The Company and the Investor are sometimes each individually referred to herein as a “Party” and collectively as the “Parties.” All initially capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement.
WHEREAS, the Purchase Agreement was previously amended pursuant to an Amendment to Transaction Documents, dated December 29, 2023; and
WHEREAS, the Parties desire to further amend certain terms of the Purchase Agreement and to also amend certain terms of the Second Tranche Note as more specifically provided in this Amendment.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agreed to amend the Purchase Agreement as follows:
1. The first sentence of Section 4.13(b) of the Purchase Agreement is hereby amended and replaced in its entirety by the following:
“From the date hereof until December 31, 2024, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction.”
2. The second paragraph of Section 1.3 of the Second Tranche Note shall be amended and replaced in its entirety by the following language;
“Notwithstanding anything to the contrary contained herein, upon two (2) Trading Days’ notice to the Company (the date of such notice, the “Monthly Payment Adjustment Notice Date”), the Holder may elect at its sole option, to defer or accelerate any number of Monthly Payments or any portion of a Monthly Payment, to any Trading Day succeeding such Monthly Payment Adjustment Notice Date. In the event that the Holder elects to defer or accelerate any such Monthly Payments, to the extent applicable, the procedures set forth in this Section 1.3 [Principal Installment Payments] shall continue to apply to the Company.”
3. This Amendment shall be effective as of the date hereof upon the execution and delivery of same by each of the Parties.
4. Except as specifically set forth in this Amendment, there are no other amendments to the Purchase Agreement and all of the other forms, terms and provisions of the Purchase Agreement shall remain unmodified and in full force and effect. Further, the Parties hereby acknowledge that no penalties or fees are currently due by the Company under the terms of the Purchase Agreement or any of the other Transaction Documents.
5. Each of the Parties hereby represents and warrants that as of the date hereof, after giving effect to this Amendment (the terms of which shall not constitute an Event of Default), no Event of Default exists and is continuing.
6. Section 5.9 of the Purchase Agreement (Governing Law) shall be applicable to this Amendment.
8. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
IN WITNESS WHEREOF, each of the Company and the Investor has caused this Amendment to be effective and signed in its name effective as of the date set forth above.
| TRIO PETROLEUM CORP. | ||
| By: | /s/ Michael L. Peterson | |
| Name: | Michael L. Peterson | |
| Title: | Chief Executive Officer | |
| L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND, LTD. | ||
| By: | /s/ David Feldman | |
| Name: | David Feldman | |
| Title: | Portfolio Manager | |