What ownership limits apply to CFI Capital’s BRLL share conversions?

The note limits the Investor’s beneficial ownership after conversion to 4.99% of Barrel Energy’s outstanding common stock. The Investor may increase this limitation to not more than 9.9% by providing 60 days’ prior written notice.

Barrel Energy raises $173K via 6% convertible note

Q: How much cash did BRLL receive from the 6% Convertible Redeemable Note?

Barrel Energy received $173,000 in net cash proceeds. The Investor’s purchase price was $180,000, reflecting a $20,000 original issue discount, and $7,000 of the purchase price was paid to the Investor’s counsel for legal fees.

Q: What is the maturity date and interest rate of BRLL’s new note?

The note bears interest at 6% per annum from August 21, 2026 and matures on August 21, 2027. Interest is payable in shares of Barrel Energy’s common stock under the conversion formula set out in the note.

Q: How many BRLL shares are reserved for conversions under the CFI Capital note?

Barrel Energy initially reserved 11,111,111 shares of common stock for issuance upon conversion. It also agreed to maintain a reserve equal to at least 500% of the shares issuable upon conversion, subject to the availability of authorized and unissued shares.

Barrel Energy Inc. (BRLL) entered into a Securities Purchase Agreement with CFI Capital LLC on August 21, 2026, issuing a 6% Convertible Redeemable Note with an original principal amount of $200,000.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Barrel Energy Inc. (BRLL) entered into a Securities Purchase Agreement with CFI Capital LLC on August 21, 2026, issuing a 6% Convertible Redeemable Note with an original principal amount of $200,000. The Investor paid $180,000, including a $20,000 original issue discount; after $7,000 in legal fees, Barrel Energy received $173,000 in net cash proceeds on August 24, 2026.

The Note bears 6% annual interest, maturing on August 21, 2027, with interest payable in common stock. Beginning six months after issuance, the Investor may convert principal and interest into common shares at a price equal to 60% of the lowest trading price over the prior 20 trading days, reduced to 50% if a DTC “chill” is in effect and to 45% after an event of default, as provided in the Note. Beneficial ownership after conversion is capped at 4.99%, which the Investor may increase to 9.9% with 60 days’ notice.

Barrel Energy initially reserved 11,111,111 common shares for conversions and agreed to maintain a reserve equal to at least 500% of the shares issuable upon conversion, subject to available authorized shares. The Note may be prepaid during the first 180 days at premiums ranging from 105% to 140% of principal plus accrued interest. The Note and any conversion shares were issued without registration in reliance on Section 4(a)(2) of the Securities Act, based on the Investor’s accredited investor status.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Original principal amount of Note: $200,000 Purchase price of Note: $180,000 Original issue discount: $20,000 +5 more

8 metrics

Original principal amount of Note $200,000 Principal of 6% Convertible Redeemable Note issued August 21, 2026

Purchase price of Note $180,000 Amount funded by Investor on August 24, 2026

Original issue discount $20,000 Difference between principal and purchase price of Note

Net cash proceeds $173,000 Cash disbursed to Barrel Energy after $7,000 legal fees

Interest rate 6% per annum Interest on Note from August 21, 2026 to August 21, 2027

Initial conversion discount 60% of lowest trading price Conversion price based on lowest trading price over 20 trading days

Initial share reserve 11,111,111 shares Common shares reserved for issuance upon conversion

Beneficial ownership limit 4.99% (up to 9.9% with notice) Cap on Investor’s ownership after conversions

Key Terms

6% Convertible Redeemable Note, original issue discount, beneficial ownership, DTC “chill”, +2 more

6 terms

6% Convertible Redeemable Note financial

"the Company issued to the Investor a 6% Convertible Redeemable Note"

original issue discount financial

"purchase price for the Note was $180,000, reflecting an original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

beneficial ownership financial

"The Note limits the Investor’s beneficial ownership following conversion to 4.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

DTC “chill” financial

"If a DTC “chill” is in effect, the applicable percentage is reduced to 50%"

most-favored-nations provision financial

"contains customary representations, warranties, covenants, indemnification provisions, transfer restrictions and a most-favored-nations provision"

Section 4(a)(2) of the Securities Act regulatory

"The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Barrel Energy Inc. (BRLL) enter into on August 21, 2026?

Barrel Energy entered into a Securities Purchase Agreement with CFI Capital LLC and issued a 6% Convertible Redeemable Note with a principal amount of $200,000. The transaction closed on August 24, 2026 after the Investor funded the purchase price.

How much cash did BRLL receive from the 6% Convertible Redeemable Note?

Barrel Energy received $173,000 in net cash proceeds. The Investor’s purchase price was $180,000, reflecting a $20,000 original issue discount, and $7,000 of the purchase price was paid to the Investor’s counsel for legal fees.

What are the key conversion terms of BRLL’s 6% Convertible Redeemable Note?

Beginning six months after issuance, the Investor may convert principal and interest into common stock at 60% of the lowest trading price over the prior 20 trading days, reduced to 50% if a DTC “chill” is in effect and potentially to 45% after an event of default.

What is the maturity date and interest rate of BRLL’s new note?

The note bears interest at 6% per annum from August 21, 2026 and matures on August 21, 2027. Interest is payable in shares of Barrel Energy’s common stock under the conversion formula set out in the note.

How many BRLL shares are reserved for conversions under the CFI Capital note?

Barrel Energy initially reserved 11,111,111 shares of common stock for issuance upon conversion. It also agreed to maintain a reserve equal to at least 500% of the shares issuable upon conversion, subject to the availability of authorized and unissued shares.

Was BRLL’s note or its conversion shares registered under the Securities Act?

No. The note and the shares of common stock issuable upon conversion were issued without registration, in reliance on the Section 4(a)(2) exemption, based partly on the Investor’s representation that it is an accredited investor acquiring the securities for its own account.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 06:01 AM EDT Accepted by SEC EDGAR 08/26/2026 - 05:45 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 21, 2026

BARREL ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-56001

47-1963189

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3859 S Valley View Blvd, Ste 2 #107

Las Vegas, Nevada 89103

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 1-888-397-9114

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:

☐	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
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.

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 August 21, 2026, Barrel Energy, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with CFI Capital LLC, a Florida limited liability company (the “Investor”), pursuant to which the Company issued to the Investor a 6% Convertible Redeemable Note dated August 21, 2026 in the original principal amount of $200,000 (the “Note”). On August 24, 2026, the Investor funded the purchase price and the financing closed.

The purchase price for the Note was $180,000, reflecting an original issue discount of $20,000. Pursuant to the disbursement memorandum, $7,000 of the purchase price was paid to the Investor’s counsel for legal fees and $173,000 was disbursed to the Company, resulting in net cash proceeds to the Company of $173,000.

The Note bears interest at 6% per annum from August 21, 2026 and matures on August 21, 2027. Interest is payable in shares of the Company’s common stock pursuant to the conversion formula in the Note. Beginning six months after the issuance date, the Investor may convert all or any portion of the outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price equal to 60% of the lowest trading price of the common stock during the 20 trading days preceding and including the applicable conversion date. If a DTC “chill” is in effect, the applicable percentage is reduced to 50%. Following an event of default, the applicable percentage may be reduced to 45%, as provided in the Note.

The Note limits the Investor’s beneficial ownership following conversion to 4.99% of the Company’s outstanding common stock. The Investor may increase that limitation to not more than 9.9% upon 60 days’ prior written notice. The Company initially reserved 11,111,111 shares of common stock for issuance upon conversion and agreed to maintain a reserve equal to at least 500% of the shares issuable upon conversion, subject to the availability of authorized and unissued shares.

The Note may be prepaid during the first 180 days following issuance at premiums ranging from 105% to 140% of the principal amount, together with accrued interest, depending on the date of prepayment. The Purchase Agreement also contains customary representations, warranties, covenants, indemnification provisions, transfer restrictions and a most-favored-nations provision. The Company delivered irrevocable transfer agent instructions to ClearTrust, LLC in connection with the share reserve and future conversions.

The foregoing descriptions of the Purchase Agreement, the Note, the Irrevocable Transfer Agent Instructions and the Disbursement Memorandum do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, copies of which are filed as Exhibits 10.1, 4.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the issuance and terms of the Note is incorporated into this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the Note and the shares of common stock issuable upon conversion of the Note is incorporated into this Item 3.02 by reference.

The Note and the shares of common stock issuable upon conversion of the Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for the issuance of the Note and expects to rely upon such exemption for any issuance of conversion shares, based in part upon the Investor’s representation that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D and that it acquired the securities for its own account. Any conversion shares will be subject to applicable restrictions on transfer unless registered or sold pursuant to an available exemption from registration.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

4.1		6% Convertible Redeemable Note issued to CFI Capital LLC, dated August 21, 2026.

10.1		Securities Purchase Agreement between Barrel Energy, Inc. and CFI Capital LLC, dated August 21, 2026.

10.2		Irrevocable Transfer Agent Instructions to ClearTrust, LLC, dated August 21, 2026.

10.3		Disbursement Memorandum, dated August 21, 2026.

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.

	BARREL ENERGY, INC.

Date: August 25, 2026	By:	/s/ Jarmin Kaltsas
	Name:	Jarmin Kaltsas
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents