BRN 8-K
Barnwell Industries Inc (BRN)
8-K
2025-12-19
For: 2025-12-19
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2025
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
(808 ) 531-8400
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 2.02 |
Results of Operations and Financial Condition
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On December 19, 2025, Barnwell Industries, Inc. issued a press release announcing its financial results for its fiscal year ended September 30, 2025.
A copy of such press release is furnished as Exhibit 99.1 to this Current Report.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press release dated December 19, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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: December 19, 2025
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BARNWELL INDUSTRIES, INC.
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By:
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/s/ Russell M. Gifford
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Name:
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Russell M. Gifford
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Title:
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Executive Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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Press Release dated December 19, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Exhibit 99.1
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BARNWELL INDUSTRIES, INC. |
Barnwell Industries, Inc. Reports Results for its
Fourth Quarter and Year Ended September 30, 2025
Recent Capital Raise Lays the Groundwork for Future Success
HONOLULU, HAWAII, December 19, 2025 -- Barnwell Industries, Inc. (NYSE American: BRN) today reported financial results for its fourth quarter and
year ended September 30, 2025. The Company had revenue from continuing operations of $3,022,000 and a net loss from continuing operations of $2,429,000 or $0.24 per share for the fourth quarter and revenue from continuing operations of
$13,697,000 and a net loss from continuing operations of $7,103,000 or $0.71 per share for the fiscal year.
The increase in net loss from continuing operations for the year ended September 30, 2025, compared to the prior year, was
primarily driven by higher general and administrative expenses resulting from significant one-time, non-recurring costs associated with the shareholder consent solicitation, a loss related to the sale of the Company’s U.S. oil and natural gas
working interests, lower commodities prices and reduced production, and softer results in the land investment segment due to prior-year lot sales that did not recur in the current period.
The U.S. oil and natural gas assets were located in the states
of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. As a result of the sale during the three months ended September 30, 2025, the Company no longer owns any oil and natural gas assets in the U.S.
Private Placement Offering
In November 2025, the Company entered into a securities purchase agreement with certain investors (the “Purchasers”), including certain directors
of the board of directors of the Company, pursuant to which the Company agreed to issue and sell an aggregate of: (i) 2,221,141 shares of its common stock, par value $0.50 per share (the “Common Stock”), and (ii) warrants (the “Common Warrants”)
to purchase up to 1,029,104 shares of Common Stock (the “Warrant Shares”) in a private placement offering of the Company’s securities (the “Offering”). The directors of the Company participating as Purchasers in the Offering and certain other
Purchasers did not receive any Common Warrants.
The gross proceeds received from the Offering was approximately $2,443,000. The private placement represents another key step in Barnwell’s
ongoing transformation, as the Company executes its plan to focus on high-return-on-invested-capital opportunities and to streamline its operations. The proceeds will be used for general corporate purposes.
Kaupulehu Developments
In November 2025, Kaupulehu Developments entered into an agreement to surrender any and all remaining rights for Increment II for $2,000,000 of
which $70,000 was received. Additionally, the purchaser has the right to extend the closing by up to two years by making a $70,000 payment in each of the next two years, with those payments applied against the $2,000,000 purchase price. The
closing of this transaction is entirely dependent on the purchaser and therefore may not happen.
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Closure of Honolulu Office
Barnwell made the decision to relocate our corporate headquarters to co-head offices in Houston, Texas and Calgary, Alberta.
The closure of the Hawaii office is scheduled to occur in early calendar year 2026. This decision reflects the Company’s ongoing efforts to streamline operations and reduce general and administrative expenses. Notably, the Calgary office has long
been an established location for Barnwell and aligns with the presence of some of our ongoing management team, ensuring continuity and operational efficiency as a part of this transition.
Summary and Outlook
Craig D. Hopkins, CEO, stated, “The sale of our U.S. oil and natural gas properties enables us to concentrate resources on the workover and
optimization initiatives underway at our Twining field, supporting long-term production stability. As we move forward, we will continue to advance these initiatives while maintaining flexibility to consider opportunities that may further
strengthen the value and long-term potential of the Twining asset as well as the overall value of the Company.”
Important Information
The offer and sale of the foregoing securities were made in a private placement in reliance on an exemption from the registration requirements of
the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private
placement may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities
laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the
securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Additional information regarding this private placement is available in a Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission.
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Forward-Looking Statements
The information contained in this press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A forward-looking statement is one which is based on current expectations of future events or
conditions and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, and other similar statements.
Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although Barnwell believes
that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which
could cause actual results to differ materially from those contained in such statements. The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell’s expectations are set forth in the
“Forward-Looking Statements,” “Risk Factors” and other sections of Barnwell’s annual report on Form 10-K for the last fiscal year and Barnwell’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance
on the forward-looking statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any
forward-looking statements contained herein.
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COMPARATIVE OPERATING RESULTS
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(Unaudited)
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Year ended
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Three months ended
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September 30,
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September 30,
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2025
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2024
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2025
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2024
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Revenues
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$
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13,697,000
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$
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18,075,000
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$
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3,002,000
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$
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3,729,000
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Net loss from continuing operations attributable to Barnwell Industries, Inc.
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$
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(7,115,000
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$
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(4,105,000
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$
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(2,429,000
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$
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(1,431,000
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Net earnings (loss) from discontinued operations
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12,000
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(1,460,000
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-
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(452,000
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Net loss attributable to Barnwell Industries, Inc.
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$
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(7,103,000
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$
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(5,565,000
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$
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(2,429,000
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$
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(1,883,000
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Basic and diluted net loss per share:
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Net loss from continuing operations attributable to Barnwell Industries, Inc.
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$
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(0.71
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$
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(0.41
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$
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(0.24
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$
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(0.14
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Net loss from discontinued operations
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-
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(0.15
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-
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(0.05
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Net loss attributable to Barnwell Industries, Inc.
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$
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(0.71
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$
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(0.56
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$
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(0.24
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$
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(0.19
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Weighted-average shares and
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equivalent shares outstanding:
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Basic and diluted
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10,056,479
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10,017,997
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10,071,577
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10,028,090
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| COMPANY: |
Barnwell Industries, Inc.
1100 Alakea Street, Suite 500 Honolulu, HI 96813 Telephone: (808) 531-8400
Fax: (808) 531-7181
Website: www.brninc.com
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| CONTACT: |
Craig D. Hopkins
Chief Executive Officer and President
Phone: (403) 531-1560
Email: [email protected]
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