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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): March 5, 2026
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.) |
23823 Malibu Road, Suite 304
Malibu, CA 90265
(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:.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | TPET | The NYSE American |
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 8.01. Other Events.
On January 9, 2026, Trio Petroleum Corp, a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “January 9th 8-K”) with the Securities and Exchange Commission (the “Commission”) reporting that it had entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. as agent (the “Sales Agent”) pursuant to which the Company may issue and sell shares of its common stock, $0.0001 par value per share (“Common Stock”), from time to time through the Sales Agent (the “Offering”). On January 9, 2026, the Company also filed a prospectus supplement with the Commission covering the sale of shares of Common Stock having an aggregate offering price of up to $3,600,000, in connection with the Offering (the “Prospectus Supplement”), along with the base prospectus (the “Base Prospectus”), under its existing Registration Statement on Form S-3 (File No 333-281813), which became effective on September 10, 2024 (the “Registration Statement”).
On March 3, 2026, the Company filed Amendment No. 1 to the Prospectus Supplement (“Amendment No. 1”) amending and supplementing the Prospectus Supplement to update the amount of shares eligible for sale under General Instruction I.B.6 of Form S-3 (“Instruction I.B.6.). Following the filing of Amendment No. 1, the aggregate amount of shares that were available for sale was $3,292,000. The maximum aggregate offering amount was $6,892,000, which included shares of Common Stock having an aggregate sales price of $3,599,885 (7,344,372 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement.
On March 4, 2026, the Company filed Amendment No. 2 to the Prospectus Supplement (“Amendment No. 2”) further amending and supplementing the Prospectus Supplement, as amended, to further update the amount of shares eligible for sale under General Instruction I.B.6. Following the filing of Amendment No. 2, the aggregate amount of shares that were available for sale was $6,485,000. The maximum aggregate offering amount was $13,377,000, which included shares of Common Stock having an aggregate sales price of $6,891,859 (9,254,648 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.
On March 5, 2026, the Company filed Amendment No. 3 to the Prospectus Supplement (“Amendment No. 3”) further amending and supplementing the Prospectus Supplement, as amended, to further update the amount of shares eligible for sale under General Instruction I.B.6. Following the filing of Amendment No. 3, the aggregate amount of shares that are available for sale is $4,000,000 (the “Placement Shares”). The maximum aggregate offering amount is $17,377,000, which includes shares of Common Stock having an aggregate sales price of $13,376,774 (15,348,345 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.
All other terms of the Offering and the ATM Agreement are described in the January 9th 8-K and the ATM Agreement, which is filed as Exhibit 10.1 to the January 9th 8-K.
The legal opinion of Ellenoff Grossman & Schole LLP, counsel to the Company, relating to the Placement Shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Ellenoff Grossman & Schole LLP | |
| 10.1* | At Market Issuance Sales Agreement, dated January 9, 2026, between the Trio Petroleum Corp and Ladenburg Thalmann Co. Inc. | |
| 23.1 | Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
* Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Commission on January 9, 2026 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.
SIGNATURE
| Dated: March 5, 2026 | ||
| Trio Petroleum Corp. | ||
| By: | /s/ Robin Ross | |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
Exhibit 5.1
 |
1345 AVENUE OF THE AMERICAS, 11th FLOOR NEW YORK, NEW YORK 10017 TELEPHONE: (212) 370-1300 FACSIMILE: (212) 370-7889 www.egsllp.com |
March 5, 2026
Trio Petroleum Corp
23823 Malibu Road, Suite 304
Malibu, CA 90265
Re: Registration Statement on Form S-3 (333-281813)
Ladies and Gentlemen:
We have acted as counsel to Trio Petroleum Corp, a Delaware corporation (the “Company”), in connection with the above-referenced registration statement (the “Registration Statement”), the base prospectus dated September 10, 2024 (the “Base Prospectus”), the prospectus supplement dated January 9, 2026 (the “Prospectus Supplement”), Amendment No. 1 to the Prospectus Supplement, dated March 3, 2026 (“ Amendment No. 1”), Amendment No 2 to the Prospectus Supplement, dated March 4, 2026 (“Amendment No. 2”), and Amendment No. 3 to the Prospectus Supplement, dated March 5, 2026 (“Amendment No. 3” and together with Amendment No. 2, Amendment No. 1, the Prospectus Supplement and the Base Prospectus, the “Prospectus”), relating to the offering by the Company of up to $4,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Shares are covered by the Registration Statement and we understand that the Shares are to be offered and sold in the manner described in the Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (the “Commission”).
For purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and non-assessable,.
We express no opinion as to matters governed by any laws other than the Delaware General Corporation Law, the laws of the State of New York and the federal laws of the United States of America, all as in effect on the date hereof.
We consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on March 5, 2026, which is incorporated by reference in the Prospectus. We also consent to the reference of our firm under the caption “Experts” in the Prospectus and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder, nor do we admit that we are experts with respect to any part of the Prospectus within the meaning of the term “expert” as used in the Securities Act of 1933, as amended, or the related rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Ellenoff Grossman & Schole LLP
Ellenoff Grossman & Schole LLP