UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended July 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________.

Commission file number: 001-41643

TRIO PETROLEUM CORP

(Exact name of Registrant as specified in its charter)

Delaware		87-1968201
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

One Park Place

621 NW 53^rd Street, Suite 125

Boca Raton, FL

33487

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 273-2271

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 LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☒

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of September 8, 2026, there were 5,323,907 shares of the registrant’s common stock outstanding (see “Special Note Regarding August 2026 Reverse Stock Split”).

TRIO PETROLEUM CORP

FORM 10-Q

For the Three and Nine Months Ended July 31, 2026

		Page

PART I. FINANCIAL INFORMATION		3

	Special Note Regarding August 2026 Reverse Stock Split	3

ITEM 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of July 31, 2026 (unaudited) and October 31, 2025	3

	Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended July 31, 2026 and 2025	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three and Nine Months Ended July 31, 2026 and 2025	5

	Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended July 31, 2026 and 2025	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	32

ITEM 4.	Controls and Procedures	32

PART II. OTHER INFORMATION		33

ITEM 1.	Legal Proceedings	33

ITEM 1A.	Risk Factors	33

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

ITEM 3.	Defaults Upon Senior Securities	33

ITEM 4.	Mine Safety Disclosures	33

ITEM 5.	Other Information	33

ITEM 6.	Exhibits	33

SIGNATURES		34

PART I. FINANCIAL INFORMATION

SPECIAL NOTE REGARDING AUGUST 2026 REVERSE STOCK SPLIT

On August 28, 2026, the Company effected a one-for-nine reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”). Unless otherwise indicated, all share and per-share amounts in this Quarterly Report on Form 10-Q, including the unaudited condensed consolidated financial statements and the accompanying notes, have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. The Reverse Stock Split did not change the number of authorized shares of common stock or preferred stock or the par value of $0.0001 per share for such securities. No fractional shares were issued in connection with the Reverse Stock Split; stockholders who would otherwise have been entitled to a fractional share received a cash payment based upon cash-in-lieu rate of $1.8819 per share in lieu of that fractional share. Accordingly, the common stock line item in the October 31, 2025 comparative balance sheet has been retroactively adjusted from $906 to $101 to reflect the reverse stock split.

Item 1. Financial Statements

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31,			October 31,
	2026			2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	24,292,784		$	882,162
Prepaid expenses		228,062			128,856
Accounts receivable		157,392			59,970
Total current assets		24,678,238			1,070,988

Oil and gas properties - not subject to amortization		13,137,358			12,143,122
Property, plant and equipment		84,821			-
Total assets	$	37,900,417		$	13,214,110

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		1,055,957			1,305,997
Asset retirement obligations - current		14,990			2,778
Convertible notes, net of discounts		-			467,179
Due to operators		21,620			5,668
Other current liabilities		108,117			75,268
Total current liabilities		1,200,684			1,856,890

Long-term liabilities:
Asset retirement obligations, net of current portion		210,602			53,869
Total non-current liabilities		210,602			53,869
Total liabilities		1,411,286			1,910,759

Commitments and Contingencies (Note 7)		-			-

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; -0- shares issued and outstanding at July 31, 2026 and October 31, 2025, respectively		-			-
Common stock, $0.0001 par value; 150,000,000 shares authorized; 5,323,926 and 1,005,295 shares issued and outstanding as of July 31, 2026 and October 31, 2025, respectively		532			101
Stock subscription receivable		-			(10,010	)
Additional paid-in capital		68,077,879			38,654,601
Accumulated other comprehensive income		13,047			14,471
Accumulated deficit		(31,602,327	)		(27,355,812	)
Total stockholders’ equity		36,489,131			11,303,351

Total liabilities and stockholders’ equity	$	37,900,417		$	13,214,110

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	2026			2025			2026			2025
	For the Three Months Ended July 31,						For the Nine Months Ended July 31,
	2026			2025			2026			2025

Revenues, net	$	348,581		$	192,395		$	679,031		$	226,485
Cost of goods sold		240,428			98,489			623,150			107,751
Gross profit		108,153			93,906			55,881			118,734

Operating expenses:
Exploration expense		37,214			(266	)		85,330			35,616
General and administrative expense		922,944			671,741			2,795,174			2,138,768
Stock-based compensation expense		1,254,000			96,762			1,379,962			702,728
Accretion expense		4,694			695			10,257			2,084
Total operating expenses		2,218,852			768,932			4,270,723			2,879,196

Loss from operations		(2,110,699	)		(675,026	)		(4,214,842	)		(2,760,462	)

Other (income) expenses:
Interest expense		2,119			147,552			161,238			496,072
Loss on abandonment of oil and gas properties		-			37,344			-			611,763
(Gain) loss on extinguishment of liabilities		-			-			(8,473	)		90,200
Loss on conversion		-			535,620			84,517			616,322
Settlement income		-			-			(43,532	)		-
Dividend income		(182,883	)		-			(203,568	)		-
Loss (gain) on foreign currency transactions		41,491			(8,819	)		41,491			(8,819	)
Total other (income) expenses		(139,273	)		711,697			31,673			1,805,538

Loss before income taxes		(1,971,426	)		(1,386,723	)		(4,246,515	)		(4,566,000	)
Provision for income taxes		-			-			-			-

Net loss	$	(1,971,426	)	$	(1,386,723	)	$	(4,246,515	)	$	(4,566,000	)

Basic and Diluted Net Loss per Common Share
Basic	$	(0.39	)	$	(1.57	)	$	(1.36	)	$	(6.17	)
Diluted	$	(0.39	)	$	(1.57	)	$	(1.36	)	$	(6.17	)

Weighted Average Number of Common Shares Outstanding
Basic		5,051,085			885,912			3,118,731			740,563
Diluted		5,051,085			885,912			3,118,731			740,563

Comprehensive loss:
Net loss		(1,971,426	)		(1,386,723	)		(4,246,515	)		(4,566,000	)
Foreign currency translation adjustment		(36,977	)		(4,326	)		(1,424	)		30,520
Comprehensive loss	$	(2,008,403	)	$	(1,391,049	)	$	(4,247,939	)	$	(4,535,480	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TRIO PETROLEUM CORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2026 AND 2025

(unaudited)

	Shares			Amount		Payable			Capital			Income		Deficit			Equity
						Stock						Accumulated
						Subscription			Additional			Other					Total
	Common Stock					Receivable/			Paid-in			Comprehensive		Accumulated			Stockholders’
	Shares			Amount		Payable			Capital			Income		Deficit			Equity

Balance at October 31, 2024		355,896		$	36	$	(10,010	)	$	29,126,201		$	-	$	(20,073,679	)	$	9,042,548
Issuance of common shares to executives and board members		23,333			2		-			(2	)		-		-			-
Issuance of common shares in connection with an at-the-market offering program		327,909			33		-			3,475,615			-		-			3,475,648
Issuance of common shares in lieu of cash payments on promissory notes		37,824			4		-			299,565			-		-			299,569
Issuance of beneficial ownership round-up shares for participants		2,338			-		-			-			-		-			-
Stock-based compensation		-			-		-			490,314			-		-			490,314
Net loss		-			-		-			-			-		(1,615,525	)		(1,615,525	)
Balance at January 31, 2025		747,300		$	75	$	(10,010	)	$	33,391,693		$	-	$	(21,689,204	)	$	11,692,554
Issuance of common shares in connection with asset acquisition		58,504			5		-			747,676			-		-			747,681
Issuance of common shares in connection with Note Exchange Agreement		25,666			3		-			392,685			-		-			392,688
Issuance of common shares to a consultant		2,222			-		-			28,000			-		-			28,000
Reduction in shares due to option forfeitures		(486	)		-		-			-			-		-