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)
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address and telephone number, including area code, of registrant’s principal executive offices)
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
On July 1, 2026, Trio Petroleum Corp (the “Company”), entered into an amendment (the “Amendment”) to the independent contractor agreement (the “ICA”), dated January 1, 2026, with Mr. Greg Overholtzer, the Chief Financial Officer of the Company, pursuant to which the Company agreed to increase Mr. Overholtzer’s monthly compensation for his services pursuant to the ICA from $15,000 per month to $17,000 per month, effective as of the date of the Amendment. Except for the terms of Mr. Overhotlzer’s monthly compensation, all other terms of the ICA remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit | |
| 10.1 | Amendment to the Independent Contractor Agreement between the Company and Greg Overholtzer, dated as of July 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 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: July 1, 2026 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 10.1
FIRST AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
This First Amendment to Independent Contractor Agreement (the “Amendment”) is entered into as of July 1, 2026 (the “Amendment Effective Date”), by and between Trio Petroleum Corp, a Delaware corporation (the “Company”), and Greg Overholtzer (“Contractor”).
WHEREAS, the Company and Contractor entered into that certain Independent Contractor Agreement dated January 1, 2026 (the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement to increase the Contractor’s monthly compensation as of July 1, 2026.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Amendment to Section 4(a). |
Effective as of the Amendment Effective Date, Section 4(a) of the Agreement is hereby amended by replacing the Monthly Fee of Fifteen Thousand Dollars ($15,000) with Seventeen Thousand Dollars ($17,000) per month.
Accordingly, the Company shall pay Contractor beginning July 1, 2026 a fee of Seventeen Thousand Dollars ($17,000) on the first business day following the end of each calendar month for each full calendar month during the Term, with any partial month to be prorated in accordance with the Agreement. The first payment, due and payable on July 1, 2026, shall be the payment due for services provided by the Contractor during the month of June 2026, and not in addition to the payment in the amount of $15,000, which would have otherwise been due and payable on July 1st under the terms of Agreement.
| 2. | Compensation Review. |
The parties acknowledge and agree that the Contractor’s compensation shall be reviewed by the Company and its Compensation Committee, if applicable, on or before December 31, 2026. Any future adjustment to compensation shall be subject to mutual agreement of the parties and, where required, approval by the Company’s Board of Directors or Compensation Committee.
| 3. | Ratification. |
Except as expressly amended by this Amendment, all terms, conditions, covenants and provisions of the Agreement shall remain unchanged and in full force and effect and are hereby ratified and confirmed by the parties.
| 4. | Governing Law. |
This Amendment shall be governed by and construed in accordance with the laws specified in the Agreement.
| 5. | Counterparts. |
This Amendment may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this First Amendment to Independent Contractor Agreement as of the date first written above.
| TRIO PETROLEUM CORP | ||
| By: | /s/ Robin Ross | |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| CONTRACTOR | |
| /s/ Greg Overholzer | |
| Greg Overholtzer |