Trio Petroleum Corp 424B5 Filing

FAQ

Key Financial Figures

• $945,000 — 10, 2024) TRIO PETROLEUM CORP Up to $945,000 of Common Stock This Amendment No. 6
• $0.0001 — o shares of our common stock, par value $0.0001 per share (the “common stock&rdqu
• $20,028,000 — ng an aggregate offering price of up to $20,028,000 from time to time through Ladenburg, ac
• $20,027,510 — ent No. 6, we have sold an aggregate of $20,027,510 of shares of common stock pursuant to t
• $0.74 — ck as reported on the NYSE American was $0.74 per share. We are filing this Amendme
• $62,917,721, b — tes, also known as our public float, is $62,917,721, based on 32,265,498 shares of our outstan
• $1.95 — ates as of April 2, 2026 and a price of $1.95 per share, the closing price of our com
• $75,000,000 — o long as our public float is less than $75,000,000. As of the date of this Amendment No. 6

Filing Documents

• form424b5.htm (424B5) — 15KB
• form424b5_001.jpg (GRAPHIC) — 9KB
• 0001493152-26-015240.txt ( ) — 28KB

From the Filing

Filed Pursuant to Rule 424(b)(5) Registration AMENDMENT NO. 6 TO PROSPECTUS SUPPLEMENT (Dated January 9, 2026) (To Prospectus dated September 10, 2024) TRIO PETROLEUM CORP Up to $945,000 of Common Stock This Amendment No. 6 to Prospectus Supplement (this “Amendment No. 6”) amends and supplements our prospectus supplement dated January 9, 2026 (the “Original ATM Prospectus Supplement”), as amended by Amendment No. 1 to Prospectus Supplement dated March 3, 2026 (“Amendment No. 1”), Amendment No. 2 to Prospectus Supplement dated March 4, 2026 (“Amendment No. 2”), Amendment No. 3 to Prospectus Supplement dated March 5, 2026 (“Amendment No. 3”), Amendment No. 4 to Prospectus Supplement dated March 10, 2026 (“Amendment No. 4”), and Amendment No. 5 to Prospectus Supplement dated March 30, 2026 (“Amendment No. 5”, and collectively with the Original ATM Prospectus Supplement and Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4, the “Amended ATM Prospectus Supplement”). This Amendment No. 6 should be read in conjunction with the Amended ATM Prospectus Supplement and the base prospectus included in our Shelf Registration Statement on Form S-3 initially filed with the Securities and Exchange Commission on August 28, 2024 and declared effective on September 10, 2024 (File No. 333-281813) (the “Prospectus”), and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Amended ATM Prospectus Supplement or the Prospectus. This Amendment No. 6 is not complete without, and may only be delivered or utilized in connection with, the Amended ATM Prospectus Supplement and the Prospectus, and any future amendments or supplements thereto. On January 9, 2026, we entered into an At Market Issuance Sales Agreement (“ATM Agreement”), with Ladenburg Thalmann & Co. Inc. (“Ladenburg” or the “Sales Agent”)) relating to shares of our common stock, par value $0.0001 per share (the “common stock”), offered by the Amended ATM Prospectus Supplement. In accordance with the terms of the ATM Agreement and the Amended ATM Prospectus Supplement, we had the ability to sell shares of our common stock having an aggregate offering price of up to $20,028,000 from time to time through Ladenburg, acting as our sales agent or principal. As of the date of this Amendment No. 6, we have sold an aggregate of $20,027,510 of shares of common stock pursuant to the ATM Agreement and the Amended ATM Prospectus Supplement. Our common stock is listed on the NYSE American (the “NYSE American”) under the symbol “TPET.” On April 2, 2026, the last sale price of our common stock as reported on the NYSE American was $0.74 per share. We are filing this Amendment No. 6 to the Amended ATM Prospectus Supplement to update the amount of shares of common stock we are eligible to sell under General Instruction I.B.6. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the ATM Agreement, after filing this Amendment No. 6 we may offer and sell shares of common stock having an aggregate offering price of up to $945,000 from time to time through Ladenburg, which does not include the shares of common stock having an aggregate sales price of $20,027,510 that were sold pursuant to the Amended ATM Prospectus Supplement prior to the filing of this Amendment No. 6. As of the date of this Amendment, the aggregate market value of our outstanding shares of common stock held by non-affiliates, also known as our public float, is $62,917,721, based on 32,265,498 shares of our outstanding common stock held by non-affiliates as of April 2, 2026 and a price of $1.95 per share, the closing price of our common stock on March 3, 2026, which is within 60 days of the date of this Amendment No. 6. Pursuant to General Instruction I.B.6, in no event will we sell shares of our common stock pursuant to the Amended ATM Prospectus Supplement and the Prospectus, as further amended by this Amendment No. 6, with a value of more than one-third of our public float in any 12-month period, so long as our public float is less than $75,000,000. As of the date of this Amendment No. 6, we have sold 20,651,554 shares of our common stock for a total of $20,027,510, pursuant to General Instruction I.B.6 to Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. Sales of our common stock, if any, under the Amended ATM Prospectus Supplement, as further amended by this Amendment No. 6, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE Amer

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