UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(IRS Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on Trio Petroleum Corp.’s (the “Company”) Current Report on Form 8-K filed with the United States Securities and Exchange Commission (“SEC”) on October 4, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”) providing for loans in an aggregate principal amount of up to $3.5 million under two tranches. On October 4, 2023, the initial closing date, the Investor funded $1.86 million (less commitment fees and net of original issue discount of 7%) (the “First Tranche”).
In consideration for the Investor’s funding of the First Tranche, on October 4, 2023, the Company issued and sold to the Investor, in a private placement, (A) a senior secured convertible promissory note in the aggregate principal amount of $2 million (the “First Tranche Note”) and (B) a warrant to purchase up to 866,702 shares of the Company’s Common Stock at an initial exercise price of $1.20 per share of Common Stock, subject to certain adjustments. The First Tranche Note is initially convertible into shares of the Company’s Common Stock (the “Shares”) at a conversion price of $1.20, subject to certain adjustments (the “Conversion Price”), provided that the Conversion Price shall not be reduced below $0.35 (the “Floor Price”) without the consent of the Company. The First Tranche Note does not bear any interest and matures on April 4, 2025.
On February 5, 2024, in order to expedite the payment of the First Tranche Note, the Company and the Investor entered into a letter agreement amending the First Tranche Note (the “First Tranche Amendment”) to provide for (1) a reduction of the Floor Price from $0.35 to $0.15, (2) issuance of an additional 2,395,611 Shares to the Investor in lieu of the Company’s obligation to pay cash in connection with the most recent installment payments under the First Tranche Note, and (3) a new obligation of the Company, subject to its consent with the Investor each time, to request acceleration of monthly payments under the First Tranche Note in installments of $250,000, as soon as possible, to repay the remaining $1 million principal balance of the First Tranche Note, with the Investor converting and selling the Shares subject to the beneficial ownership limitation of 4.99% contained in the First Tranche Note and the market prices being at or above the Floor Price.
The above description of the First Tranche Amendment is qualified in its entirety by the text of the First Tranche Amendment, which is included in its entirety as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K:
Exhibit No. |
Description | |
| 10.1* | Form of Letter Agreement Amending the Senior Secured Original Issue 7% Discount Convertible Promissory Note by and between Trio Petroleum Corp. and the Investor, dated February 5, 2024. | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
* Filed herewith.
The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
| 2 |
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: February 5, 2024 | By: | /s/ Michael L. Peterson |
| Name: | Michael L. Peterson | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 10.1
Trio Petroleum Corp.
February 5, 2024
L1 Capital Global Opportunities Master Fund
Attention: Mr. David Feldman
Dear Mr. Feldman:
Reference is made to that certain Senior Secured Original Issue 7% Discount Convertible Promissory Note (the “Note”) issued to you on October 4, 2023. Based upon your conversions of the Note beginning February 1, 2024, Trio Petroleum Corp. (“TPET”) owes you $1,000,000 (the “Principal”) and $616,468 in additional cash resulting from the February 1, 2024 conversions .. We agree to the following changes to the Note: (i) the Floor Price shall be reduced to $0.15 per share, (ii), TPET shall issue you 2,395,911 shares of Common Stock in lieu of paying the $616,468 and (iii) TPET shall with our mutual agreement accelerate monthly installment payments in increments of $250,000 through the issuance of Common Stock and you shall sell the underlying Common Stock as promptly as possible, subject in all cases to the 4.99% beneficial ownership limitation contained in the Note and the market price being at or above $0.15 per share.
You agree to wire $5,000 to our attorneys in payment of additional legal fees we have incurred.
Immediately after execution of this letter agreement, we will file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the execution of this letter agreement. At such time, you will not be in possession of material non-public information. We shall also simultaneously file the Form 8-K pursuant to Rule 424(b)(3) of the Securities Act.
Except to the extent modified by this letter agreement, the Purchase Agreement, as defined in the Note, and the Note. each remains in force and is fully enforceable and the representations and warranties remain true and correct.
Please execute a copy of this letter agreement signifying your agreement to its terms.
| Very truly yours, | |
| /s/ Michael L. Peterson | |
| Michael L. Peterson, CEO |
| Agreed and accepted: | |
| /s/ David Feldman | |
| David Feldman, Director |
Cover |
Feb. 05, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 05, 2024 |
| Entity File Number | 001-41643 |
| Entity Registrant Name | Trio Petroleum Corp. |
| Entity Central Index Key | 0001898766 |
| Entity Tax Identification Number | 87-1968201 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 4115 Blackhawk Plaza Circle |
| Entity Address, Address Line Two | Suite 100 |
| Entity Address, City or Town | Danville |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94506 |
| City Area Code | (661) |
| Local Phone Number | 324-3911 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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