TPET 8-K
Trio Petroleum Corp (TPET)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 2 to certain April 2024 Convertible Promissory Notes
As reported in Trio Petroleum Corp.’s (the “Company”) Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on April 25, 2024, on April 24, 2024, the Company amended certain financing provided by an institutional investor on April 16, 2024, to add an additional institutional investor for total financing in the amount of $720,000, pursuant to which the Company issued two Senior Secured Convertible Promissory Notes in the aggregate principal amount of $800,000 (the “April 2024 Notes”).
As reported in the Company’s Current Report on Form 8-K, filed with the Commission on August 8, 2024, on August 6, 2024, in consideration for obtaining waivers from the two institutional investors, in connection with certain additional financing, the Company repaid $25,000 of the outstanding principal balance of each of the April 2024 Notes.
As reported in the Company’s Current Report on Form 8-K, filed with the Commission on August 16, 2024, on August 14, 2024, the Company entered into two letter agreements with identical terms with the two institutional investors extending the maturity dates of the April 2024 Notes from August 16, 2024 to September 16, 2024 and providing for the accrual of interest on the outstanding principal balance of the April 2024 Notes at a rate of 15% per annum until the April 2024 Notes are repaid.
On September 16, 2024, the Company entered into two letter agreements with identical terms with the two institutional investors (the “Second April 2024 Note Amendments”) further extending the maturity dates of the April 2024 Notes, as amended, from September 16, 2024 to October 16, 2024 and amending the conversion price to mean the average of the closing price of the common stock for the five trading days immediately prior to the date of the applicable notice of conversion delivered by the investors to the Company, which conversion price shall not be less than a floor price of $0.15 per share.
The above description of the Second April 2024 Note Amendments is qualified in its entirety by the Second April 2024 Note Amendments, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.
Amendment No. 1 to certain June 2024 Convertible Promissory Notes
As reported in the Company’s Current Report on Form 8-K, filed with the Commission on June 28, 2024, on June 27, 2024, the Company entered into a securities purchase agreement (the “SPA”) with the two institutional investors, pursuant to which the Company issued two convertible promissory notes (the “June 2024 Notes”) to the two investors for aggregate gross proceeds in the amount of $720,000.
On September 16, 2024, the Company entered into two letter agreements with identical terms with the two institutional investors (the “June 2024 Note Amendments”) amending the fixed conversion price to mean the average of the closing price of the common stock for the five trading days immediately prior to the date of the applicable notice of conversion delivered by the investors to the Company; provided, however, that such conversion price shall not be less than the floor price of $0.12 per share.
The above description of the June 2024 Note Amendments is qualified in its entirety by the June 2024 Note Amendments, a copy of which is attached 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 filed as part of this report:
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 to Amended and Restated Senior Secured Convertible Promissory Note, dated September 16, 2024. | |
| 10.2 | Amendment No. 2 to Senior Secured Convertible Promissory Note, dated September 16, 2024. | |
| 10.3 | Amendment No. 1 to Senior Secured 10% Original Issue Discount Convertible Promissory Note, dated September 16, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the 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.
Dated: September 18, 2024
| TRIO PETROLEUM CORP. | ||
| By: | /s/ Robin Ross | |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Execution Version
September 16, 2024
AMENDMENT NO. 2 TO AMENDED AND RESTATED SENIOR SECURED
CONVERTIBLE PROMISSORY NOTE
This serves as Amendment No. 2 to Amended and Restated Senior Secured Convertible Promissory Note (“Amendment”) with an original issuance date of April 16, 2024 and an Amended and Restated Note Issuance Date of April 24, 2024 (the “Note”), issued by Trio Petroleum Corp. (the “Maker” or the “Company”) to (the “Holder”). All initially capitalized terms not otherwise defined herein shall have the meanings given to those terms in the Note.
WHEREAS, the Parties entered into Amendment No. 1 to Amended and Restated Senior Secured Convertible Promissory Note on August 14, 2024, which included certain amendments to the Note, including extending the Maturity Date to September 16, 2024; and
WHEREAS, the Parties desire to further amend the Note, by this Amendment, with respect to certain matters set forth below in this Amendment.
NOW THEREFORE, the undersigned agree as follows:
1. Amendment(s)
a. The Maturity Date is hereby extended through and until October 16, 2024. Section 1.3 of the Note is hereby further amended in its entirety to read as follows:
“1.3 Principal Installment Payments. Subject to the provisions of Section 1.4 hereafter, on October 16, 2024 (such date, the “Maturity Date”), the Company shall pay to Holder an amount of cash representing the Outstanding Balance due under this Note as of the Maturity Date. The Maturity Date may be extended at the sole discretion of the Holder for any number of consecutive thirty (30) day periods. The Maker and the Holder agree that all payments made under this Note, including without limitation the provisions of Article 1, shall be subject in all cases to the terms of the Purchase Agreement.”
b. Pursuant to the Company’s right to voluntarily adjust the Conversion Price of the Note, Section 3.1(b) of the Note, is hereby amended in its entirety to read as follows:
(b) Conversion Price. The Conversion Price means the average of the closing price of the Common Stock for the five (5) Trading Days immediately prior to the date of the applicable Notice of Conversion delivered by the Holder to the Company; provided, however, that such Conversion Price shall not be less than $0.15.
2. No Event of Default; Forbearance. Holder acknowledges and agrees that from the Original Issuance Date through and until the date of this Amendment no Event of Default has occurred under the Note. Additionally, since the Maturity Date is being extended to October 16, 2024, the Holder agrees to forebear from exercising any rights and remedies it may have had in connection with the Note not being paid on or before September 16, 2024.
3. No Other Changes. Except as specifically provided in this Amendment, all other terms and conditions of the Note and the Purchase Agreement shall remain in full force and effect.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the Purchase Agreement. This Amendment shall not be interpreted or construed with any presumption against the party causing this Amendment to be drafted.
5. Exclusive Jurisdiction; Venue. Any action, proceeding or claim arising out of, or relating in any way to, this Amendment shall be brought and enforced as provided in the Purchase Agreement.
6. Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. If any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
[signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to Amended and Restated Senior Secured Convertible Promissory Note on the date set forth above.
| MAKER: | ||
| TRIO PETROLEUM CORP. | ||
| 5401 Business Park South, Suite 115 | ||
| Bakersfield, CA 93309 | ||
| By: | ||
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.2
Execution Version
September 16, 2024
AMENDMENT NO. 2 TO SENIOR SECURED
CONVERTIBLE PROMISSORY NOTE
This serves as Amendment No. 2 to Senior Secured Convertible Promissory Note (“Amendment”) with an original issuance date of April 24, 2024 (the “Note”), issued by Trio Petroleum Corp. (the “Maker” or the “Company”) to LLC (the “Holder”). All initially capitalized terms not otherwise defined herein shall have the meanings given to those terms in the Note.
WHEREAS, the Parties entered into Amendment No. 1 to Senior Secured Convertible Promissory Note on August 14, 2024, which included certain amendments to the Note, including extending the Maturity Date to September 16, 2024; and
WHEREAS, the Parties desire to further amend the Note, by this Amendment, with respect to certain matters set forth below in this Amendment.
NOW THEREFORE, the undersigned agree as follows:
1. Amendment(s)
a. The Maturity Date is hereby extended through and until October 16, 2024. Section 1.3 of the Note is hereby further amended in its entirety to read as follows:
“1.3 Principal Installment Payments. Subject to the provisions of Section 1.4 hereafter, on October 16, 2024 (such date, the “Maturity Date”), the Company shall pay to Holder an amount of cash representing the Outstanding Balance due under this Note as of the Maturity Date. The Maturity Date may be extended at the sole discretion of the Holder for any number of consecutive thirty (30) day periods. The Maker and the Holder agree that all payments made under this Note, including without limitation the provisions of Article 1, shall be subject in all cases to the terms of the Purchase Agreement.”
b. Pursuant to the Company’s right to voluntarily adjust the Conversion Price of the Note, Section 3.1(b) of the Note, is hereby amended in its entirety to read as follows:
(b) Conversion Price. The Conversion Price means the average of the closing price of the Common Stock for the five (5) Trading Days immediately prior to the date of the applicable Note of Conversion delivered by the Holder to the Company; provided, however, that such Conversion Price shall not be less than $0.15.
2. No Event of Default; Forbearance. Holder acknowledges and agrees that from the Original Issuance Date through and until the date of this Amendment no Event of Default has occurred under the Note. Additionally, since the Maturity Date is being extended to October 16, 2024, the Holder agrees to forebear from exercising any rights and remedies it may have had in connection with the Note not being paid on or before September 16, 2024.
3. No Other Changes. Except as specifically provided in this Amendment, all other terms and conditions of the Note and the Purchase Agreement shall remain in full force and effect.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the Purchase Agreement. This Amendment shall not be interpreted or construed with any presumption against the party causing this Amendment to be drafted.
5. Exclusive Jurisdiction; Venue. Any action, proceeding or claim arising out of, or relating in any way to, this Amendment shall be brought and enforced as provided in the Purchase Agreement.
6. Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. If any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
[signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to Amended and Restated Senior Secured Convertible Promissory Note on the date set forth above.
| MAKER: | ||
| TRIO PETROLEUM CORP. | ||
| 5401 Business Park South, Suite 115 | ||
| Bakersfield, CA 93309 | ||
| By: | ||
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| By: | ||
| Name: | ||
| Title: | Director | |
Exhibit 10.3
Execution Version
September 16, 2024
AMENDMENT NO. 1 TO SENIOR SECURED 10% ORIGINAL ISSUE
DISCOUNT CONVERTIBLE PROMISSORY NOTE
This serves as Amendment No. 1 to Senior Secured 10% Original Discount Convertible Promissory Note (“Amendment”) with an original issuance date of June 27, 2024 (the “Note”), issued by Trio Petroleum Corp. (the “Maker” or the “Company”) to LLC (the “Holder”). All initially capitalized terms not otherwise defined herein shall have the meanings given to those terms in the Note.
WHEREAS, the Parties desire to amend the Note, by this Amendment, with respect to certain matters set forth below in this Amendment.
NOW THEREFORE, the undersigned agree as follows:
1. Amendment. Pursuant to the Company’s right to voluntarily adjust the Fixed Conversion Price of the Note, Section 3.1(f) of the Note, is hereby amended in its entirety to read as follows:
(b) Conversion Price. The Fixed Conversion Price means the average of the closing price of the Common Stock for the five (5) Trading Days immediately prior to the date of the applicable Notice of Conversion delivered by the Holder to the Company; provided, however, that such Conversion Price shall not be less than the Floor Price. If any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price.
2. No Event of Default. Holder acknowledges and agrees that from the Original Issuance Date through and until the date of this Amendment no Event of Default has occurred under the Note.
3. No Other Changes. Except as specifically provided in this Amendment, all other terms and conditions of the Note and the Purchase Agreement shall remain in full force and effect.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the Purchase Agreement. This Amendment shall not be interpreted or construed with any presumption against the party causing this Amendment to be drafted.
5. Exclusive Jurisdiction; Venue. Any action, proceeding or claim arising out of, or relating in any way to, this Amendment shall be brought and enforced as provided in the Purchase Agreement.
6. Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. If any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
[signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Senior Secured 10% Original Discount Convertible Promissory Note on the date set forth above.
| MAKER: | ||
| TRIO PETROLEUM CORP. | ||
| 5401 Business Park South, Suite 115 | ||
| Bakersfield, CA 93309 | ||
| By: | ||
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| By: | ||
| Name: | ||
| Title: | Director | |