Form 8-K

8-K — Trio Petroleum Corp

Accession: 0001493152-26-015726

Filed: 2026-04-08

Period: 2026-04-08

CIK: 0001898766

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Other Events

Item: Financial Statements and Exhibits

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2026-04-08

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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): April 8, 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.)

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 ☒

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.

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”).

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.

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.

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 were available for sale was $4,000,000. The maximum aggregate offering

amount was $17,377,000, which included 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.

March 10, 2026, the Company filed Amendment No. 4 to the Prospectus Supplement (“Amendment No. 4”) 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. 4, the aggregate amount of shares that were available for sale was $1,641,000 (the “Placement Shares”).

The maximum aggregate offering amount was $19,018,000, which included shares of Common Stock having an aggregate sales price of $17,375,884

(18,139,045 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

March 30, 2026, the Company filed Amendment No. 5 to the Prospectus Supplement (“Amendment No. 5”) 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. 5, the aggregate amount of shares that were available for sale was $1,010,000 (the “Placement Shares”).

The maximum aggregate offering amount was $20,028,000, which includes shares of Common Stock having an aggregate sales price of $19,016,726

(19,202,455 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

April 6, 2026, the Company filed Amendment No. 6 to the Prospectus Supplement (“Amendment No. 6”) 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. 6, the aggregate amount of shares that were available for sale was $945,000 (the “Placement Shares”).

The maximum aggregate offering amount was $20,973,000, which includes shares of Common Stock having an aggregate sales price of $20,027,510

(20,651,554 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

April 7, 2026, the Company filed Amendment No. 7 to the Prospectus Supplement (“Amendment No. 7”) 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. 7, the aggregate amount of shares that were available for sale was $893,000 (the “Placement Shares”).

The maximum aggregate offering amount was $21,866,000, which includes shares of Common Stock having an aggregate sales price of $20,972,479

(22,025,654 shares of Common Stock) that were previously sold pursuant to the Prospectus Supplement, as amended.

April 8, 2026, the Company filed Amendment No. 8 to the Prospectus Supplement (“Amendment No. 8”) 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. 8, the aggregate amount of shares that are available for sale is $1,060,000 (the “Placement

Shares”). The maximum aggregate offering amount is $22,926,000, which includes shares of Common Stock having an aggregate sales

price of $21,865,453 (23,631,319 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

SIGNATURE

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.

Dated:

April 8, 2026

Trio

Petroleum Corp.

By:

/s/

Robin Ross

Name:

Robin

Ross

Title:

Chief

Executive Officer

EX-5.1

Filename: ex5-1.htm · Sequence: 2

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

April

8, 2026

Trio

Petroleum Corp

23823

Malibu Road, Suite 304

Malibu,

CA 90265

Re:

Registration Statement on Form S-3 (333-281813)

Ladies

and Gentlemen:

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”), Amendment No. 3 to the Prospectus Supplement, dated March 5, 2026 (“Amendment No. 3”), Amendment No. 4 to

the Prospectus Supplement, dated March 10, 2026 (“Amendment No. 4”), Amendment No. 5 to the Prospectus Supplement, dated

March 30, 2026 (“Amendment No. 5”), Amendment No. 6 to the Prospectus Supplement, dated April 6, 2026 (“Amendment No.

6”), Amendment No. 7 to the Prospectus Supplement, dated April 7, 2026 (“Amendment No. 7”), and Amendment No. 8 to

the Prospectus Supplement, dated April 8, 2026 (“Amendment No. 8” and together with Amendment No. 7, Amendment No.

6, Amendment No. 5, Amendment No. 4, Amendment No. 3, 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 $1,060,000 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.

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.

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 April

8, 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

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