Trio Petroleum Corp. Files 8-K: Material Agreement & Financial Obligation

TL;DR

Trio Petroleum Corp. signed a big deal and took on debt, filing an 8-K on 8/15/25.

AI Summary

Trio Petroleum Corp. entered into a material definitive agreement on August 15, 2025, which also created a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The specific details of the agreement and the financial obligation are not provided in this excerpt.

Why It Matters

This filing indicates significant new contractual commitments and potential financial liabilities for Trio Petroleum Corp., requiring investor attention.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which could introduce new risks or opportunities for the company.

Key Players & Entities

• Trio Petroleum Corp. (company) — Registrant
• August 15, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TPET The NYSE American
• $1,200,000 — s") in an aggregate principal amount of $1,200,000 (the "Notes Principal Amount"), having
• $180,000 — an aggregate original issue discount of $180,000, or 15%, resulting in an aggregate fund
• $1,020,000 — lting in an aggregate funding amount of $1,020,000 (the "Notes Funding Amount"). After the
• $71,400 — Funding Amount"). After the payment of $71,400 to Ladenburg Thalman & Co. Inc, as an e
• $20,000 — s an exclusive placement agent fee, and $20,000 to reimburse the lead Investor for its
• $928,600 — fees, net proceeds of the financing was $928,600. The Company has agreed to use the ne
• $0.85 — e "Principal Exchange") is greater than $0.85 (subject to adjustments for forward spl
• $500,000 — stock on the Principal Exchange exceeds $500,000 per trading day; provided, however, tha
• $1.32 — the Notes is equal to the lesser of (i) $1.32 and (ii) 90% of the lowest daily VWAP o
• $0 — shall not be less than a floor price of $0.72, subject to certain adjustments, as
• $1.10 — 2, which is 20% of the closing price of $1.10 of the common stock on the Principal Ex
• $660,000 — troleum Corp in the principal amount of $660,000, due February 15, 2026 4.2 Unsecure
• $270,000 — troleum Corp in the principal amount of $270,000 due February 15, 2026 4.3 Unsecured

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex4-1.htm (EX-4.1) — 136KB
• ex4-2.htm (EX-4.2) — 135KB
• ex4-3.htm (EX-4.3) — 134KB
• ex10-1.htm (EX-10.1) — 111KB
• 0001493152-25-012110.txt ( ) — 868KB
• tpet-20250815.xsd (EX-101.SCH) — 3KB
• tpet-20250815_lab.xml (EX-101.LAB) — 33KB
• tpet-20250815_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Convertible Notes Financing Principal, Funding Amount and Net Proceeds of Convertible Notes Financing On August 15, 2025, Trio Petroleum Corp (the "Company") closed a private placement pursuant to which it issued a series of three (3) Unsecured Convertible Promissory Notes (the "Notes") to three institutional investors (the "Investors") in an aggregate principal amount of $1,200,000 (the "Notes Principal Amount"), having an aggregate original issue discount of $180,000, or 15%, resulting in an aggregate funding amount of $1,020,000 (the "Notes Funding Amount"). After the payment of $71,400 to Ladenburg Thalman & Co. Inc, as an exclusive placement agent fee, and $20,000 to reimburse the lead Investor for its legal fees, net proceeds of the financing was $928,600. The Company has agreed to use the net proceeds from the sale of the Note for working capital and general corporate purposes only, unless otherwise approved in writing by each Investor with respect to its Note. Prepayment of Notes The Company may prepay all or any portion of the Notes at any time (without penalty or premium if prepaid on or before the maturity date of February 15, 2026). If, during the period the Notes remain outstanding, the Company raises any type of equity-related financing, the Investors have the right to request that an aggregate of up to 25% of the gross proceeds raised by the Company in any such financing be used to repay the outstanding amounts of the Notes. Conversion of Notes The Investors may request conversion of the Notes, at any time, into shares of common stock, par value $0.0001 per share, of the Company (the "Conversion Shares"). Additionally, the Company has the right to require the Investors to convert their Notes in the event that at such time, for each of the five (5) preceding trading days prior to such date (i) the daily volume weighted average price ("VWAP") of the Company's common stock on the NYSE

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Unsecured Convertible Promissory Note, dated August 15, 2025, issued by Trio Petroleum Corp in the principal amount of $660,000, due February 15, 2026 4.2 Unsecured Convertible Promissory Note, dated August 15, 2025, issued by Trio Petroleum Corp in the principal amount of $270,000 due February 15, 2026 4.3 Unsecured Convertible Promissory Note, dated August 15, 2025, issued by Trio Petroleum Corp in the principal amount of $270,000, due February 15, 2026 10.1 Registration Rights Agreement, dated August 15, 2025, among Trio Petroleum Corp and purchasers thereto 104 Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

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. Trio Petroleum Corp Date: August 18, 2025 By: /s/ Robin Ross Name: Robin Ross Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR