Form 8-K

8-K — Trio Petroleum Corp

Accession: 0001493152-26-039017

Filed: 2026-08-18

Period: 2026-08-18

CIK: 0001898766

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 18, 2026

Trio

Petroleum Corp

(Exact

name of registrant as specified in its charter)

Delaware

001-41643

87-1968201

(State

or other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

One

Park Place, 621 NW 53rd Street Ste 125

Boca

Raton, FL 33487

(713)

273-2271

(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

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 ☒

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

3.03 Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

5.03 Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year.

previously announced, on May 21, 2026, Trio Petroleum Corp (the “Company”) held its 2026 annual meeting of stockholders

(the “Annual Meeting”), at which the Company’s stockholders approved a proposal to amend the Company’s

Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split

of its issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio not less than one-for-two and not more

than one-for-ten, with the final ratio to be determined in the sole discretion of the Board of Directors of the Company (the “Board”).

August 12, 2026, the Board approved a one-for-nine (1:9) reverse stock split of the Company’s issued and outstanding shares of

common stock (the “Reverse Stock Split”). The Company intends to file with the Secretary of State of the State of

Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) on August

28, 2026 to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 4:30 p.m., Eastern Time, on August 28,

2026, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on August 31, 2026.

When

the Reverse Stock Split becomes effective, every nine (9) shares of the Company’s issued and outstanding common stock will automatically

be converted into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment

will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and

warrants to purchase shares of common stock, to the extent that the exercise price of such warrants is not based solely on the market

price of the common stock at the time of exercise, (ii) a proportionate adjustment will be made to any fixed conversion prices for other

convertible securities of the Company and (iii) the number of shares reserved for issuance pursuant to the Company’s equity incentive

plans will also be reduced proportionately.

Stockholders

who would otherwise be entitled to receive fractional shares because they hold a number of shares of common stock not evenly divisible

by the applicable Reverse Stock Split ratio will be entitled to receive a cash payment in lieu thereof at a price equal to the fraction

of a share to which the stockholder would otherwise be entitled multiplied by the closing price of the common stock as reported on the

NYSE American on the effective date of such Reverse Stock Split.

The

Company’s common stock will continue to trade on the NYSE American LLC under the symbol “TPET.” The new CUSIP number

for common stock following the Reverse Stock Split will be 89669L306.

VStock

Transfer, LLC, the Company’s transfer agent, will also act as the exchange agent for the Reverse Stock Split.

For

more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A, which was filed and

accepted by the Securities and Exchange Commission on April 6, 2026, the relevant portions of which are incorporated herein by reference.

A copy of the form of Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

August 18, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1

and incorporated by reference herein.

The

information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for

any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities

Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation of Trio Petroleum Corp.

99.1

Press Release dated August 18, 2026.

104

Cover

Page Interactive Data File (embedded within 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.

Trio

Petroleum Corp

Date:

August 18, 2026

By:

/s/

Robin Ross

Name:

Robin

Ross

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

EXHIBIT

3.1

FORM

OF CERTIFICATE OF AMENDMENT OF

AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION OF

TRIO

PETROLEUM CORP, A DELAWARE CORPORATION

PURSUANT

TO SECTION 242 OF THE GENERAL CORPORATION LAW

THE STATE OF DELAWARE

Trio

Petroleum Corp, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),

does hereby certify that:

First:

That the name of this Corporation is Trio Petroleum Corp.

Second:

That the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on July 19, 2021

(as subsequently amended and/or restated, the “Certificate of Incorporation”). Capitalized terms used but not defined

herein shall have the meanings ascribed to them in the Certificate of Incorporation.

Third:

That, upon the Effective Time (as defined in Article Sixth below) of this Certificate of Amendment, each share of the Common Stock

issued and outstanding immediately prior to the date and time of the filing hereof with the Secretary of State of Delaware shall be automatically

changed and reclassified into a smaller number of shares such that each nine (9) shares of issued Common Stock immediately prior to the

Effective Time is reclassified into one share of Common Stock. Notwithstanding the immediately preceding sentence, there shall be no

fractional shares of Common Stock issued and, in lieu thereof, a holder of Common Stock at the Effective Time who would otherwise be

entitled to a fraction of a share of Common Stock as a result of the reclassification effected by this Certificate of Amendment, following

the Effective Time, shall receive, in lieu of any fractional shares of Common Stock, an amount of cash based on a price equal to the

fraction of a share to which the holder would otherwise be entitled multiplied by the closing price of the Common Stock as reported on

the NYSE American at the Effective Time, upon the surrender of such stockholders’ old stock certificate, if shares are held in

certificated form.

Fourth:

That, the amendment to the Certificate of Incorporation effected by this Certificate of Amendment was duly adopted by the Corporation’s

Board of Directors by unanimous written consent dated August 12, 2026, and by the Corporation’s stockholders at a meeting of stockholders

held on May 21, 2026 at which the necessary number of shares were voted in favor of the proposed amendment.

Fifth:

That the amendment to the Certificate of Incorporation effected by this Certificate of Amendment was duly adopted in accordance with

Section 242 of the General Corporation Law of the State of Delaware.

Sixth:

This Certificate of Amendment shall become effective upon the filing of this Certificate of Amendment with the Secretary of State

of Delaware (the “Effective Time”).

[Signature

Page Follows]

WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this

day of August, 2026.

TRIO

PETROLEUM CORP

By:

Name:

Robin

Ross

Title:

Chief

Executive Officer

[Signature

Page to Certificate of Amendment to Amended and Restated Certificate of Incorporation of Trio Petroleum Corp]

EX-99.1

Filename: ex99-1.htm · Sequence: 3

EXHIBIT 99.1

Trio

Petroleum Corp Announces Proactive Reverse Stock Split and

Provides

Shareholder Update on Acquisition and Drilling Strategy

Boca

Raton, Florida — August 18, 2026 (GLOBE NEWSWIRE) — Trio Petroleum Corp (NYSE American: TPET) (“Trio” or

the “Company”) is pleased to provide shareholders with an update on its growth strategy and also that it will proceed proactively

with a 1-for-9 reverse stock split of its outstanding shares of common stock (“Reverse Stock Split”) to protect its NYSE

American listing.

The

Reverse Stock Split is expected to become effective at 4:30 p.m. Eastern Time on August 28, 2026 and Trio’s common stock is expected

to begin trading on a post-split basis at the market open on August 31, 2026 under the same symbol (TPET) and with the new CUSIP number

89669L306.

When

the Reverse Stock Split is effective, every nine (9) shares of Trio’s issued and outstanding common stock will be combined automatically

into one (1) share of common stock. The Reverse Stock Split will apply equally to all outstanding shares of common stock, and each stockholder

will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split, except for adjustments that

may result from the treatment of fractional shares. The Reverse Stock Split ration of 1-for-9 was recently approved by Trio’s Board

of Directors and is within the range approved by Trio’s stockholders at its annual meeting of stockholders held on May 21, 2026.

fractional shares will be issued in connection with the Reverse Stock Split, and no fractional shares will be rounded to the nearest

whole share. Instead, stockholders who would otherwise be entitled to receive fractional shares because they hold a number of shares

of common stock not evenly divisible by the 1-for-9 Reverse Stock Split ratio will be entitled to receive a cash payment in lieu of any

fractional shares at a price equal to the fraction of a share to which the stockholder would otherwise be entitled multiplied by the

closing price of the common stock as reported on the NYSE American on the effective date of the Reverse Stock Split.

addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise

of all outstanding Trio stock options and warrants to purchase shares of common stock, to the extent that the exercise price of such

warrants is not based solely on the market price of the common stock at the time of exercise, (ii) a proportionate adjustment will be

made to any fixed conversion prices for other convertible securities of Trio and (iii) the number of shares reserved for issuance pursuant

to Trio’s equity incentive plans will also be reduced proportionately.

VStock

Transfer, LLC, the transfer agent for Trio’s common stock, is also acting as the exchange agent and transfer agent for the Reverse

Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split

shares. Trio does not have any outstanding certificated shares. Stockholders owning shares through a bank, broker or other nominee will

have their positions adjusted to reflect the Reverse Stock Split.

Additional

information about the Reverse Stock Split can be found in Trio’s definitive proxy statement (Form DEF 14A) filed with the U.S.

Securities and Exchange Commission (the “SEC”) on April 6, 2026 and Form 8-K filed with the SEC on August 18, 2026.

Proactive

Action to Protect the NYSE American Listing

“We

believe it is important to be proactive rather than reactive,” said Robin Ross, Chairman and Chief Executive Officer of Trio

Petroleum Corp “Our objective is to protect Trio’s NYSE American listing in light of potential changes to exchange listing

rules and while we also execute our broader strategy of building a substantially larger oil and gas company. The reverse split is not

a change in our fundamental business strategy. Rather, it is a prudent corporate action intended to provide Trio with additional flexibility

as we pursue that strategy.”

Continuing

to Pursue Acquisition Opportunities

Trio

continues to actively evaluate acquisition opportunities in the United States and Canada, with particular emphasis on producing oil and

gas assets that can generate near term cash flow and provide opportunities for additional production growth.

Trio

is actively reviewing a number of oil and gas acquisition opportunities and believes that the current market environment presents both

opportunities and challenges for prospective buyers.

With

oil prices stronger and global demand for oil remaining robust, many producers and asset owners are increasingly confident that commodity

prices could remain strong or increase in the future. As a result, sellers are frequently seeking higher valuations for their producing

properties.

the same time, naturally declining production from existing oil and gas wells creates an ongoing requirement for producers to replace

declining volumes and identify new sources of production.

“You

Can Find It or You Can Buy It”

response to these market conditions, Trio has begun expanding its growth strategy beyond acquisitions to include the identification and

development of new drilling opportunities.

the old oilfield adage goes, “You can find it or you can buy it.”

Trio

believes that developing the internal and external expertise necessary to identify attractive drilling opportunities can provide the

Company with an important additional avenue for growth, particularly at a time when acquisition valuations for producing properties have

become increasingly competitive.

“We

have always believed that the best way to build an oil and gas company is to acquire high-quality production at attractive prices,”

said Mr. Ross. “However, the market is changing. Sellers recognize the value of their production and, in many cases, are asking

premium prices. At the same time, existing production naturally declines. That combination makes it increasingly important for Trio to

develop the ability to create new production ourselves.”

“Our

philosophy is simple: you can find it or you can buy it. We intend to do both,” said Mr. Ross.

Building

a Platform for Long-Term Growth

Trio

believes that combining acquisitions with internally sourced drilling opportunities can provide greater flexibility in allocating capital

and potentially improve the Company’s ability to generate attractive returns on invested capital.

Importantly,

Trio enters this next phase of its growth strategy with a strong financial foundation. As of April 30, 2026, Trio had approximately $22

million in cash on its balance sheet. Since April 30, Trio has raised an additional approximately $1.7 million pursuant to its at-the-market

(“ATM”) facility, further strengthening its financial position and ability to pursue its growth strategy.

Further,

Trio believes that its current share price significantly undervalues the Company relative to its cash position alone, before assigning

any value to its existing oil and gas assets, production, or the acquisition and drilling opportunities currently being evaluated.

Trio

intends to continue pursuing acquisitions where it believes the price and underlying economics are compelling, while simultaneously developing

relationships, technical capabilities and industry expertise to identify prospective drilling opportunities.

“This

is not an either-or strategy,” Ross added. “If we find an attractive producing property at the right price, we will pursue

it. If the acquisition market becomes too expensive, we want the expertise and capability to find and develop new production ourselves.

Ultimately, our goal is to build a diversified portfolio of producing assets and create sustainable long-term value for our shareholders.”

Trio

expects to provide additional updates regarding acquisition opportunities, drilling prospects and its overall growth strategy as developments

warrant.

About

Trio Petroleum Corp

Trio

Petroleum Corp (NYSE American: TPET) is an independent oil and gas company focused on the acquisition, development and optimization

of oil and gas properties in North America. The Company’s strategy is centered on acquiring producing assets at attractive valuations,

optimizing existing production and identifying opportunities to develop additional production through drilling and other development

activities.

Cautionary

Note Regarding Forward-Looking Statements

All

statements in this press release of Trio Petroleum Corp (“Trio”) and its management that are not based on historical fact

are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions

of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”).

In particular, when used in the preceding discussion, the words “estimates,” “believes,” “hopes,”

“expects,” “intends,” “on-track”, “plans,” “anticipates,” “aim,”

“goal,” or “may,” and similar conditional expressions about the future are intended to identify forward-looking

statements within the meaning of the Acts and are subject to the safe harbor created by the Acts, although not all forward-looking statements

are denoted by such words.

Any

statements made in this press release other than those of historical fact, about an action, event or development, are forward-looking

statements. In particular, forward-looking statements in this press release relate to (i) the anticipated effective and trading dates

for, and the impact on the Company and its public share price of, the Reverse Stock Split described herein, (ii) the Company’s

ability to maintain its listing on the NYSE American and (iii) the Company’s growth plans and strategies as well as future commodity

prices and market conditions. While management has based any forward-looking statements contained herein on its current expectations,

the information on which such expectations were based may change. These forward-looking statements rely on a number of significant assumptions

concerning future events and are subject to many significant risks, uncertainties, and other factors, many of which are outside of the

Trio’s control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties,

and other factors include, but are not necessarily limited to, those set forth in the Risk Factors section of Trio’s Annual Report

on Form 10-K and subsequent reports as filed with the Securities and Exchange Commission (SEC). Copies are of such documents are available

on the SEC’s website, www.sec.gov . Trio undertakes no obligation to update these statements for revisions or changes after

the date of this press release, except as required by law.

addition, the Company can provide no assurance that the reverse stock split will achieve any particular trading price or that the Company

will maintain its NYSE American listing.

Additional

information concerning these and other risks and uncertainties is included in Trio Petroleum Corp’s filings with the U.S. Securities

and Exchange Commission. Trio undertakes no obligation to update forward-looking statements except as required by applicable law.

Investor

Relations Contact:

Redwood

Empire Financial Communications

Michael

Bayes 404 809-4172

michael@redwoodefc.com

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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