Barnwell Industries, Inc. Announces Closing of Previously Announced Private Placement Led by Bradley Radoff

Rhea-AI Summary

Barnwell Industries (NYSE American: BRN) announced it closed a private placement on December 3, 2025, raising approximately $2.4 million in gross proceeds.

The company issued 2.2 million shares of common stock at $1.10 per share. Purchasers (excluding board, management and one other) also received warrants to buy up to 1.0 million shares at an exercise price of $1.65 per share, exercisable after a six‑month delay and expiring in 3 years. The securities were sold in a private placement relying on exemptions from registration under the Securities Act.

The company said net proceeds will be used for general corporate purposes, strengthening the balance sheet, supporting operations, and pursuing strategic initiatives.

Positive

• Gross proceeds of approximately $2.4 million
• Issued 2.2 million shares at $1.10 per share
• Warrants cover up to 1.0 million shares at $1.65

Negative

• Immediate dilution from issuance of 2.2 million shares
• Potential future dilution from up to 1.0 million warrants
• Securities are unregistered, limiting short‑term resale liquidity

News Market Reaction

+1.75%

1 alert

+1.75% News Effect

On the day this news was published, BRN gained 1.75%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $2.4 million Shares issued: 2.2 million shares Purchase price: $1.10 per share +4 more

7 metrics

Gross proceeds $2.4 million Private placement of common stock and warrants

Shares issued 2.2 million shares Common stock issued in private placement

Purchase price $1.10 per share Private placement common stock price

Warrant shares 1.0 million shares Warrants to purchase additional common stock

Warrant exercise price $1.65 per share Exercise price for private placement warrants

Warrant term 3 years Duration of private placement warrants

Exercise lock-up 6 months Period before warrants may be exercised

Market Reality Check

Price: $1.11 Vol: Volume 9,913 vs 20-day av...

low vol

$1.11 Last Close

Volume Volume 9,913 vs 20-day average 45,878 (relative volume 0.22) ahead of the financing close. low

Technical Shares at $1.08, trading below the 200-day MA of $1.29 and near the 52-week low of $1.05.

Peers on Argus

BRN was modestly lower by 0.91% while peers showed mixed moves: TPET +0.89%, MTR...

1 Up

BRN was modestly lower by 0.91% while peers showed mixed moves: TPET +0.89%, MTR +1.38%, MXC +5.15%, BATL +4.35%, and EONR -4.59%, pointing to stock-specific dynamics around the financing.

Historical Context

5 past events · Latest: Dec 03 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Private placement close	Neutral	+1.8%	Closing of previously announced $2.4M equity and warrant financing.
Nov 25	Private placement deal	Neutral	+10.0%	Announcement of $2.4M private placement with shares and warrants.
Oct 28	Executive transitions	Positive	+2.5%	New finance EVP and planned leadership changes, plus office consolidation.
Sep 23	Board additions	Positive	+8.5%	Appointment of two directors adding capital markets and operating expertise.
Sep 11	Governance dispute	Negative	-0.9%	Adjourned annual meeting and reduced quorum amid proxy and control dispute.

Pattern Detected

Across the last five news events, price moves consistently tracked the apparent tone of each announcement, with no clear instances of divergence.

Recent Company History

Over recent months, Barnwell reported governance and capital structure changes alongside operational streamlining. Board and leadership additions on Sep 23 and Oct 28, 2025 coincided with positive price reactions. A contentious annual meeting process on Sep 11, 2025 saw a small decline. More recently, the company announced a $2.4 million private placement on Nov 25, 2025, followed by today’s closing release on Dec 3, 2025. Both private placement updates drew positive price responses, suggesting investors have, so far, received the financing constructively.

Market Pulse Summary

This announcement confirmed closing of a private placement raising about $2.4 million through 2.2 mi...

Analysis

This announcement confirmed closing of a private placement raising about $2.4 million through 2.2 million new shares and warrants for up to 1.0 million more shares at $1.65. Proceeds were earmarked for general corporate purposes and balance sheet support. In recent months, Barnwell has paired financing steps with board and leadership changes. Investors may track how efficiently this capital supports operational priorities and whether additional financings or governance shifts follow.

Key Terms

private placement, warrants, Section 4(a)(2), Regulation D

4 terms

private placement financial

"it has closed its previously announced private placement of common stock"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"private placement of common stock and warrants raising gross proceeds"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Section 4(a)(2) regulatory

"pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. Not financial advice.

HONOLULU, HI / ACCESS Newswire / December 3, 2025 / Barnwell Industries, Inc. (NYSE American:BRN) ("Barnwell" or the "Company") today announced that it has closed its previously announced private placement of common stock and warrants raising gross proceeds of approximately $2.4 million from accredited investors.

Under the terms of the transaction, Barnwell issued an aggregate of 2.2 million shares of common stock at a purchase price of $1.10 per share. In addition, purchasers of the common stock, other than members of the Company's Board of Directors or management and one other purchaser, received warrants to purchase up to 1.0 million additional shares of common stock at an exercise price of $1.65per share, with a term of 3years (collectively, the "Securities") following a six month period during which they cannot be exercised. The Securities sold in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Philip Patman, Jr., Executive Vice President of Finance and Director, commented:
"We are pleased to complete this financing, which provides additional financial flexibility as we continue to advance operational priorities and evaluate opportunities to enhance long-term shareholder value."

The Company intends to use the net proceeds from the private placement for general corporate purposes, including strengthening its balance sheet, supporting existing operations, and pursuing strategic initiatives.

Additional details regarding the private placement are available in the Company's filings with the Securities and Exchange Commission.

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.

About Barnwell Industries, Inc.

Barnwell Industries, Inc. (NYSE American:BRN) is a diversified company with operations and interests in energy and related assets. The Company is focused on disciplined capital allocation, operational excellence, and high-return growth opportunities.

Forward-Looking Statements

Certain 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. These forward-looking statements are based on current beliefs and expectations of our board and management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, include various estimates, forecasts, projections of Barnwell's future performance, and statements of Barnwell's plans and objectives. 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. Any or all of the forward-looking statements may turn out to be incorrect or be affected by inaccurate assumptions Barnwell might make or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability to execute on our strategy and business plan and the other risks forth in the "Forward-Looking Statements," "Risk Factors" and other sections of Barnwell's Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (as amended on Form-10-K/A filed on January 27, 2025) 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.

COMPANY:
Barnwell Industries, Inc.
1100 Alakea Street, Suite 500
Honolulu, HI 96813
Telephone: (808) 531-8400
Fax: (808) 531-7181
Website: www.brninc.com

CONTACT:
Kenneth S. Grossman
Chairman of the Board of Directors
Email: kensgrossman@gmail.com

SOURCE: Barnwell Industries, Inc.

View the original press release on ACCESS Newswire

FAQ

How much did Barnwell (BRN) raise in the December 3, 2025 private placement?

Barnwell raised approximately $2.4 million in gross proceeds.

How many shares did Barnwell (BRN) issue in the December 3, 2025 offering?

Barnwell issued an aggregate of 2.2 million shares of common stock at $1.10 per share.

What warrant terms accompanied Barnwell's (BRN) December 3, 2025 private placement?

Purchasers (excluding board/management and one purchaser) received warrants for up to 1.0 million shares at $1.65, exercisable after six months, expiring in 3 years.

What will Barnwell (BRN) use the net proceeds for from the December 3, 2025 financing?

The company intends to use net proceeds for general corporate purposes, strengthening the balance sheet, supporting operations, and pursuing strategic initiatives.

Are the securities from Barnwell's (BRN) December 3, 2025 placement registered for resale?

No; the securities were sold in a private placement relying on exemptions and are not registered under the Securities Act.

When do Barnwell (BRN) warrants from the December 3, 2025 placement become exercisable and when do they expire?

Warrants become exercisable after a six‑month period and expire 3 years from issuance.