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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): August 14, 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.) |
5401 Business Park, Suite 115
Bakersfield, CA 93309
(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 reported in Trio Petroleum Corp.’s (the “Company”) Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on April 25, 2024, on April 24, 2024, the Company amended certain financing provided by an institutional investor on April 16, 2024, to add an additional institutional investor for total financing in the amount of $720,000, pursuant to which the Company issued two Senior Secured Convertible Promissory Notes in the aggregate principal amount of $800,000 (the “Notes”).
As reported in the Company’s Current Report on Form 8-K, filed with the Commission on August 8, 2024, on August 6, 2024, in consideration for obtaining waivers from the two institutional investors, in connection with certain additional financing, the Company repaid $25,000 of the outstanding principal balance of each of the Notes.
On August 14, 2024, the Company entered into two letter agreements with identical terms with the two institutional investors (the “Note Amendments”) extending the maturity dates of the Notes from August 16, 2024 to September 16, 2024 and providing for the accrual of interest on the outstanding principal balance of the Notes at a rate of 15% per annum until the Notes are repaid.
The above description of Note Amendments is qualified in its entirety by the Note Amendments, a copy of the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
On August 15, 2024, at the annual meeting of stockholders (the “Annual Meeting”) of the Company, of the Company’s 50,328,328 shares of common stock issued and outstanding and eligible to vote as of the record date of June 18, 2024, a quorum of 27,327,839 shares, or approximately 54.3% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 1, 2024. The following actions were taken at the Annual Meeting:
Proposal No. 1: Election of Two Class III Directors
The first proposal was the election of two (2) Class I directors each to serve for a three-year term that expires at the 2027 annual meeting of stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal. The vote on the proposal was as follows:
| Name of Nominee | FOR | WITHHELD | BROKER
NON-VOTE |
|||
| John Randall | 15,000,460 | 2,317,045 | 10,010,334 | |||
| Thomas J. Pernice | 14,850,442 | 2,467,063 | 10,010,334 |
Each nominee was elected.
Proposal No. 2: Approval of the Amendment to the Amended and Restated Certificate of Incorporation
The second proposal was the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its outstanding shares of common stock in a ratio to be set at the discretion by the Board, which is in a range from 1-for-5 to 1-for-20 (the “Reverse Split”). The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | ||
| 20,001,466 | 7,161,354 | 165,019 |
Proposal No. 2 was approved by a majority of the votes cast. The Reverse Split will be effective upon the filing of a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Annex A, with the Secretary of State of Delaware, with such filing to occur, if at all, at the sole discretion of the Board.
Proposal No. 3: Approval of an Amendment to the Company’s 2022 Equity Incentive Plan
The third proposal was the approval of an amendment to our 2022 Equity Incentive Plan (the “2022 Plan”) to (i) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 4,000,000 shares of common stock to 10,000,000 shares of common stock and (ii) increase the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan from 4,000,000 shares of common stock to 10,000,000 shares of common stock. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER
NON-VOTE |
|||
| 13,477,381 | 2,942,169 | 897,955 |
10,010,334 |
Proposal No. 3 was approved by a majority of the votes cast.
Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm
The fourth proposal was the ratification of the appointment of Bush & Associate CPA LLC. as the Company’s independent registered public accounting firm for the year ending October 31, 2024. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | ||
| 26,028,130 | 639,877 | 659,832 |
Proposal No. 4 was approved by a majority of the votes cast.
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 No. 1 to Amended and Restated Senior Secured Convertible Promissory Note, dated August 14, 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: August 16, 2024
| TRIO PETROLEUM CORP. | ||
| By: | /s/ Robin Ross | |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
August 14, 2024
AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED
CONVERTIBLE PROMISSORY NOTE
This serves as Amendment No. 1 to Amended and Restated Senior Secured Convertible Promissory Note (“Amendment”) with an original issuance date of April 16, 2024 and an Amended and Restated Note Issuance Date of April 24, 2024 (the “Note”), issued by Trio Petroleum Corp. (the “Maker”) to (the “Holder”). All initially capitalized terms not otherwise defined herein shall have the meanings given to those terms in the Note.
WHEREAS, the Parties desire to amend the Note with respect to certain matters set forth below in this Amendment.
NOW THEREFORE, the undersigned agree as follows:
1. Amendment(s)
a. Interests shall begin to accrue on the outstanding principal balance of the Note commencing on August 16, 2024 at a rate of 15% per annum. The outstanding principal balance of the Note on such date is $375,000. Section 1.2 of the Note is amended in its entirety, as follows:
1.2 Interest. This Note has been issued with original issue discount and from the Original Issuance Date through and until August 15, 2024, no interest has accrued hereunder. From and after August 16, 2024, interest shall accrue hereunder at a rate equal to 15% per annum or, if less, the highest amount permitted by law (such interest shall be referred to as “Interest”), shall compound monthly based upon a 360-day year, and shall be due and payable on the first Trading Day of each month until the Note has been repaid, in full (an “Interest Payment Date”).
All references to Default Interest and Default Interest Payment Date in the Note shall be changed to Interest and Interest Payment Date, respectively.
b. The Maturity Date is hereby extended through and until September 16, 2024. Section 1.3 of the Note is amended in its entirety to read as follows:
“1.3 Principal Installment Payments. Subject to the provisions of Section 1.4 hereafter, on September 16, 2024 (such date, the “Maturity Date”), the Company shall pay to Holder an amount of cash representing the Outstanding Balance due under this Note as of the Maturity Date. The Maturity Date may be extended at the sole discretion of the Holder for any number of consecutive thirty (30) day periods. The Maker and the Holder agree that all payments made under this Note, including without limitation the provisions of Article 1, shall be subject in all cases to the terms of the Purchase Agreement.”
2. No Event of Default. Holder acknowledges and agrees that from the Original Issuance Date through and until the date of this Amendment no Event of Default has occurred under the Note.
3. No Other Changes. Except as specifically provided in this Amendment, all other terms and conditions of the Note and the Purchase Agreement shall remain in full force and effect.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the Purchase Agreement. This Amendment shall not be interpreted or construed with any presumption against the party causing this Amendment to be drafted.
5. Exclusive Jurisdiction; Venue. Any action, proceeding or claim arising out of, or relating in any way to, this Amendment shall be brought and enforced as provided in the Purchase Agreement.
6. Execution. 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 each other party, it being understood that the parties need not sign the same counterpart. If 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.
[signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Amended and Restated Senior Secured Convertible Promissory Note on the date set forth above.
| MAKER: | ||
| TRIO PETROLEUM CORP. | ||
| 5401 Business Park, Suite 115 | ||
| Bakersfield, CA 93309 | ||
| By: | /s/ Robin Ross | |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| By: | /s/ | |
| Name: | ||
| Title: | Director |