Trio Petroleum Corp. Files 8-K for Material Agreement

TL;DR

Trio Petroleum Corp. signed a big deal, details to come.

AI Summary

On September 26, 2024, Trio Petroleum Corp. entered into a material definitive agreement. The filing does not provide specific details about the agreement, its counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant development for Trio Petroleum Corp., potentially impacting its operations or financial standing, though details are currently undisclosed.

Risk Assessment

Risk Level: medium — The lack of specific details in the 8-K filing regarding the material definitive agreement introduces uncertainty about the nature and implications of the transaction.

Key Players & Entities

• Trio Petroleum Corp. (company) — Registrant
• September 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-41643 (identifier) — Commission File Number
• 87-1968201 (identifier) — IRS Employer Identification No.
• 5401 Business Park South, Suite 115 (address) — Registrant's principal executive offices
• Bakersfield, CA 93309 (address) — Registrant's principal executive offices
• (661) 324-3911 (phone_number) — Registrant's principal executive offices phone number

FAQ

Key Financial Figures

• $0.0001 — ue and sell shares of its common stock, $0.0001 par value per share, having an aggregat
• $4,800,000 — ng an aggregate offering price of up to $4,800,000 (the "Shares"), from time to time throu
• $125,000 — on March 26, 2024, the Company borrowed $125,000 from its consultant and former Chief Ex
• $5,000 — ) providing for the an extension fee of $5,000 to the principal of the Peterson Note a
• $200,000 — f the Amendment, the Company would fund $200,000 of the $2,000,000 total purchase price
• $2,000,000 — the Company would fund $200,000 of the $2,000,000 total purchase price in advance of Heav

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex5-1.htm (EX-5.1) — 9KB
• ex10-1.htm (EX-10.1) — 287KB
• ex10-2.htm (EX-10.2) — 4KB
• ex10-3.htm (EX-10.3) — 4KB
• ex5-1_001.jpg (GRAPHIC) — 13KB
• ex10-2_001.jpg (GRAPHIC) — 418KB
• ex10-2_002.jpg (GRAPHIC) — 162KB
• ex10-2_003.jpg (GRAPHIC) — 112KB
• ex10-3_001.jpg (GRAPHIC) — 554KB
• ex10-3_002.jpg (GRAPHIC) — 19KB
• ex10-3_003.jpg (GRAPHIC) — 87KB
• 0001493152-24-038611.txt ( ) — 2480KB
• tpet-20240926.xsd (EX-101.SCH) — 3KB
• tpet-20240926_lab.xml (EX-101.LAB) — 33KB
• tpet-20240926_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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): September 26, 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 South , 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. ATM Agreement On September 26, 2024, Trio Petroleum Corp., a Delaware corporation (the "Company"), entered into a Sales Agreement (the "ATM Agreement") with Spartan Capital Securities, LLC 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, having an aggregate offering price of up to $4,800,000 (the "Shares"), from time to time through the Sales Agent (the "Offering"). On September 27, 2024, the Company also filed a prospectus supplement with the Securities and Exchange Commission (the "Commission") in connection with the Offering (the "Prospectus Supplement") under its existing Registration Statement on Form S-3 (File No 333-281813), which became effective on September 10, 2024 (the "Registration Statement"). Upon delivery of a Sales Notice (as such term is defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement, the Sales Agent may sell the Shares by any method permitted by law 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 or through the NYSE American or on any other existing trading market for the Company's common stock. The Company will designate the maximum amount of common stock to be sold through the Sales Agent in any placement under the Offering. Subject to the terms and conditions of the ATM Agreement, the Sales Agent has agreed to use its commercially reasonable efforts to sell on the Company's behalf all of the Shares requested to be sold by the Company. The Company may instruct the Sales Agent not to sell any Shares if the sales cannot be effected at or above a price designated by the Company in a Sales Notice. The Company or the Sales Agent may suspend the offering of the Shares being made through the Sales Agent under the ATM Agreement upon proper notice to the other party. The Company and the Sales Agent each have the right, by giving written notice as specified in the ATM Agreement, to terminate the ATM Agreement in each party's sole discretion at any time. The ATM Agreement provides that the Sales Agent will be entitled to aggregate compensation for its services up to 3.0% of the gross sales price of all Shares sold through the Sales Agent under the ATM Agreement. The Company has no obligation to sell any Shares under the ATM Agreement. The Company has agreed in the ATM Agreement to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act. The Shares will be offered and sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such

View Full Filing

View this 8-K filing on SEC EDGAR