8-K Reports
Trio Petroleum Corp.
CIK

1898766

Accepted

Aug 18, 2025, 12:00 PM

Accession

0001493152-25-012110

1.01 Entry into a Material Definitive Agreement
2.03 Creation of a Direct Financial Obligation
3.02 Unregistered Sales of Equity Securities
9.01 Financial Statements and Exhibits
Items (4)

Item 1.01 Entry into a Material Definitive Agreement. Convertible Notes Financing Principal, Funding Amount and Net Proceeds of Convertible Notes Financing

Item 2.03 Creation The information disclosed under Item 1.01 is incorporated by reference into this Item 2.03 to the extent required.

Item Unregistered The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. The offering and sale of the Notes was made in a private placement transaction exempt from registration in reliance on the exemption afforded the Company by Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act, and the rules and regulations promulgated thereunder, and corresponding provisions of state securities or “blue sky” laws. The Notes were issued solely to institutional investors that are accredited investors, as defined in Rule 501(a) under the Securities Act. No general solicitation or advertising was conducted in connection with the offering. Any Conversion Shares may be issued in reliance on an exemption from registration under the Securities Act or pursuant to an effective registration statement, depending on the circumstances at the time of issuance and in accordance with the terms of the Registration Rights Agreement. None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description No. 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 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 Date: By: /s/ Name: Robin Title: Chief