Trio Petroleum Corp 8-K

What Happened

• Trio Petroleum Corp (TPET) announced on January 9, 2026 that it entered into an At Market Issuance Sales Agreement (the "ATM Agreement") with Ladenburg Thalmann & Co. Inc. as sales agent.
• The company filed a prospectus supplement under its effective Form S‑3 (File No. 333-281813) to permit sales of up to $3,600,000 of its common stock from time to time through the sales agent.

Key Details

• Offering size: up to $3,600,000 aggregate offering price of common stock.
• Sales agent: Ladenburg Thalmann & Co. Inc.; fee up to 3.0% of gross proceeds per sale.
• Mechanics: shares may be sold "at the market" on NYSE American or other trading markets, as instructed by the company; company sets maximum per placement and may block sales below designated prices.
• Termination and protections: either party may suspend or terminate the agreement; company agreed to customary indemnification for the sales agent; legal opinion from Ellenoff Grossman & Schole LLP is filed.

Why It Matters

• This ATM gives Trio flexible, on‑demand access to capital up to $3.6M without a fixed firm commitment financing.
• Issuances under the ATM will dilute existing shareholders as shares are sold; net proceeds will be reduced by agent fees (up to 3.0%) and any offering expenses.
• There is no obligation for Trio to sell any shares; investors should watch future SEC filings for actual sales and the company’s use of proceeds to assess impact on share count and financial position.