Trio Petroleum Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry Into a Material Definitive Agreement.
On December 23, 2025, Trio Petroleum Corp, a Delaware corporation (the “Company”), executed and entered into a Consulting Agreement (the “IR Agreement”) with Redwood Empire Financial Communications LLC (the “Consultant”) renewing the Consultant’s investor relations services, effective as of January 1, 2026, and continuing through June 30, 2026. In consideration for Consultant’s agreement to provide the services set forth in the IR Agreement, the Company has agreed to issue to the Consultant 50,000 shares of the Company’s common stock, $0.0001 per share (the “Common Stock”), which shares of Common Stock will be issued on or before January 1, 2026 and will be restricted shares of Common Stock with applicable legends restricting trading thereof. The IR Agreement is terminable by either party upon at least 30 days’ notice or immediately by the nonbreaching party, in the event of a breach by the other party. The IR Agreement also contains certain representations by the Consultant and certain mutual indemnifications by the parties.
The foregoing summary of the IR Agreement is not complete and is qualified in its entirety by reference to the full text of the IR Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities
See the information on the sale of restricted shares of Common Stock of the Company in Item 1.01 above. The Company is issuing the shares of Common Stock to the Seller in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement between Trio Petroleum Corp and Redwood Empire Financial Communications LLC, effective as of January 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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 Petroleum Corp | ||
| Date: December 29, 2025 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |