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Barrel Energy (BRLL) fixes charter terms for Series A preferred stock

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Barrel Energy, Inc. amended its Nevada charter to correct the designation of its Series A Preferred Stock so the public records match terms already set in its stock purchase agreement and corporate records.

The correction confirms that each of the 5,000,000 Series A Preferred shares is convertible into 1,000 common shares, for a potential 5,000,000,000 common shares upon full conversion, while each preferred share already carries 1,000 voting rights. Any future issuance of common stock on conversion remains subject to the availability of authorized but unissued shares and applicable law.

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Insights

Barrel Energy corrected its charter to align Series A preferred conversion terms with existing agreements.

Barrel Energy updated its Nevada charter to add the previously intended 1:1,000 conversion feature for 5,000,000 Series A Preferred shares. The board characterized the prior omission as an administrative error and states the amendment merely conforms public records to existing contractual terms.

At the stated ratio, full conversion would yield 5,000,000,000 common shares, indicating substantial potential dilution relative to current equity. However, this potential already existed in the company’s stock purchase agreement and corporate records. Actual impact depends on whether and when holders elect to convert, and on available authorized common shares under applicable law.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series A Preferred shares 5,000,000 shares Shares of Series A Preferred Stock covered by the corrective amendment
Conversion ratio 1:1,000 Each Series A Preferred share convertible into 1,000 common shares
Potential common shares on conversion 5,000,000,000 shares Aggregate Barrel Energy common stock upon full conversion of Series A Preferred
Voting rights per preferred share 1,000 votes Each Series A Preferred share has 1,000 voting rights
Amendment filing date June 22, 2026 Date Certificate of Amendment was filed in Nevada
Intended effectiveness date February 5, 2025 Date the Series A designation was intended to be effective
Series A Preferred Stock financial
"relating to the Company's 5,000,000 shares of Series A Preferred Stock."
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Certificate of Amendment regulatory
"filed with the Secretary of State of the State of Nevada a Certificate of Amendment"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
conversion ratio financial
"each share of Series A Preferred Stock was intended to be convertible into 1,000 shares of the Company's common stock, representing a conversion ratio of 1:1,000"
The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.
voting rights financial
"each share of Series A Preferred Stock has 1,000 voting rights"
Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.
Material Modification to Rights of Security Holders regulatory
"Item 3.03. Material Modification to Rights of Security Holders."
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Understanding 8-K Material Events →

 

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): June 22, 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: 1-702-595-2247

 

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: None

 

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 3.03. Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 22, 2026 Barrel Energy, Inc. (the "Company") filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Designation - After Issuance of Class or Series (the "Corrective Amendment") relating to the Company's 5,000,000 shares of Series A Preferred Stock.

 

The designation of the Series A Preferred Stock was intended to be effective as of February 5, 2025. Section 1.1 of the Company's Stock Purchase Agreement and other corporate records provide that each share of Series A Preferred Stock was intended to be convertible into 1,000 shares of the Company's common stock, representing a conversion ratio of 1:1,

 

The Nevada designation reflected that each share of Series A Preferred Stock has 1,000 voting rights. However, the corresponding 1:1,000 conversion provision was inadvertently omitted from the state filing. The Company's Board of Directors determined that the omission was an administrative error and approved the Corrective Amendment to conform the Company's public charter records to the terms previously approved and documented in the Company's Stock Purchase Agreement and corporate records.

 

"Each one (1) share of Series A Preferred Stock shall be convertible into one thousand (1,000) shares of the Company's common stock, representing a conversion ratio of 1:1,000."

 

The Corrective Amendment does not alter the previously documented provision that each share of Series A Preferred Stock has 1,000 voting rights. At the stated conversion ratio, the 5,000,000 Series A Preferred Shares represent an aggregate of 5,000,000,000 shares of common stock upon conversion. The issuance of common stock upon any conversion remains subject to the terms of the Corrective Amendment, the availability of authorized and unissued shares, and applicable law.

 

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Corrective Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to Designation - After Issuance of Class or Series relating to the Series A Preferred Stock.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
2

 

 

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:

June 29, 2026

 

 

 

 

 

 

By:

/s/ Jarmin Kaltsas

 

 

Name:

Jarmin Kaltsas

 

 

Title:

Chief Executive Officer

 

 

 
3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Barrel Energy (BRLL) change in its Series A Preferred Stock terms?

Barrel Energy corrected its Nevada charter to include a 1:1,000 conversion feature for its Series A Preferred Stock. This aligns the public designation with the company’s stock purchase agreement and corporate records, which already provided for that conversion right.

How many Barrel Energy (BRLL) common shares are issuable from Series A Preferred conversion?

The filing states that 5,000,000 Series A Preferred shares are outstanding, each convertible into 1,000 common shares. On full conversion, this represents an aggregate of 5,000,000,000 Barrel Energy common shares, subject to authorized share limits and applicable law.

Did Barrel Energy (BRLL) change voting rights of the Series A Preferred Stock?

The amendment does not change voting rights. Each Series A Preferred share continues to carry 1,000 voting rights, as already reflected in the Nevada designation. The change solely adds the previously intended 1:1,000 conversion provision into the charter language.

Why did Barrel Energy (BRLL) file a corrective amendment for its preferred stock?

Barrel Energy’s board concluded that the omission of the 1:1,000 conversion provision from the Nevada filing was an administrative error. The corrective amendment was approved to bring the public charter records into line with the company’s stock purchase agreement and internal corporate records.

Is the issuance of Barrel Energy (BRLL) common shares on conversion automatic?

The filing explains that any issuance of common stock upon conversion of the Series A Preferred remains subject to the corrective amendment’s terms, the availability of authorized and unissued common shares, and compliance with applicable law. Conversion therefore depends on both holder action and these constraints.

Filing Exhibits & Attachments

6 documents

Other Documents