UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 11, 2023, Trio Petroleum Corp. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Issuance of Shares Proposal (as defined below) was approved.
As of October 13, 2023 (the “Record Date”), there were 29,496,492 shares of Common Stock (the “Common Stock”), of the Company issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total of 16,157,561 shares of Common Stock, representing approximately 54.78% of the issued and outstanding shares of the Common Stock, were present in person or by proxy, constituting a quorum for the Special Meeting.
At the Special Meeting, the following proposals were made for the Company’s stockholders’ consideration:
(1) The Issuance of Shares Proposal – a proposal to approve the issuance of shares of the Company’s common stock, par value $0.0001 per share, representing more than 20% of Common Stock outstanding upon the conversion of certain notes issued, or to be issued (the “Convertible Notes”), and upon the exercise of certain warrants issued, or to be issued (the “Warrants”), by the Company, in each case, pursuant to a securities purchase agreement (the “Securities Purchase Agreement”), dated as of October 4, 2023, by and between the Company and a certain institutional investor (the “Investor”), in connection with a private placement in accordance with NYSE American Rule 713(a)(ii). The following is a tabulation of the votes with respect to the Issuance of Shares Proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | ||
| 16,057,374 | 85,119 | 15,068 |
(2) The Adjournment of Meeting Proposal – a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Issuance of Shares Proposal.
The Adjournment of Meeting Proposal was not acted upon at the Special Meeting because a quorum was present, in person or by proxy, and the Issuance of Shares Proposal had received a sufficient number of votes for approval.
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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 12, 2023 | By: | /s/ Michael L. Peterson |
| Name: | Michael L. Peterson | |
| Title: | Chief Executive Officer | |
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