On 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").

 

On 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.

 

On 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.

 

On 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 are available for sale is $4,000,000 (the "Placement Shares"). The maximum aggregate offering amount is $17,377,000, which includes 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.