STOCK TITAN
  1. Home
  2. Sec-filings
  3. BRLL
  4. [8-K] Barrel Energy Inc. Reports Material Event

Barrel Energy (BRLL) insiders convert Series A preferred into 750M common shares

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

Rhea-AI Filing Summary

Barrel Energy, Inc. converted 750,000 shares of its Series A Preferred Stock into 750,000,000 shares of common stock on July 2, 2026, at a fixed 1-for-1,000 conversion ratio. The converting holders were three insiders: James Jarmin Kaltsas, Alfreddie Johnson, and Willis Jerome Pumphrey Jr., each converting 250,000 preferred shares into 250,000,000 common shares.

Immediately before the conversion, the company had 2,144,622 common shares and 5,000,000 Series A Preferred shares outstanding. Afterward, it had 752,144,622 common shares and 4,250,000 Series A Preferred shares outstanding. The exchange generated no cash proceeds and relied on the Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting the conversions.

Positive

  • None.

Negative

  • Common shares outstanding increased from 2,144,622 to 752,144,622 after the preferred conversion, creating a very large dilution effect for existing common shareholders without bringing in any cash proceeds.

Insights

Large insider-driven conversion massively increases Barrel Energy’s common share count without raising cash.

The company converted 750,000 Series A Preferred shares into 750,000,000 common shares at a fixed 1-for-1,000 ratio. Common shares outstanding jumped from 2,144,622 to 752,144,622, a very large increase in equity base concentrated in three insiders.

Each of the three insiders received 250,000,000 common shares while retaining 1,000,000 Series A Preferred shares apiece. This materially reshapes the ownership profile and potential voting dynamics, as insiders now directly hold substantial common equity alongside remaining preferred holdings.

The transaction produced no cash proceeds, was structured as an exchange under Section 3(a)(9), and involved no commissions. Any valuation impact depends on how the market responds to the significantly larger common share count and the increased insider common ownership.

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, and exhibit attachments filed with this report.
Preferred shares converted 750,000 shares Series A Preferred Stock converted on July 2, 2026
Common shares issued 750,000,000 shares Common stock issued upon conversion of Series A Preferred
Conversion ratio 1:1,000 One preferred share for 1,000 common shares
Common shares before conversion 2,144,622 shares Common stock outstanding immediately before conversion
Common shares after conversion 752,144,622 shares Common stock outstanding following conversion
Series A Preferred before 5,000,000 shares Series A Preferred outstanding immediately before conversion
Series A Preferred after 4,250,000 shares Series A Preferred outstanding following conversion
Insider common per holder 250,000,000 shares Common shares issued to each of the three converting insiders
Series A Preferred Stock financial
"750,000 shares of the Company's Series A Preferred Stock, par value $0.001 per share"
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.
Common Stock financial
"into an aggregate of 750,000,000 shares of the Company's common stock, par value $0.001 per share"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Section 3(a)(9) regulatory
"The Company relied upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
beneficial owner financial
"each of whom is an officer, director and greater-than-ten-percent beneficial owner of the Company"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Certificate of Amendment to Designation regulatory
"The conversion terms are set forth in the Company's Certificate of Amendment to Designation - After Issuance of Class or Series"
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What transaction did Barrel Energy (BRLL) report in this 8-K?
Barrel Energy converted 750,000 shares of Series A Preferred Stock into 750,000,000 common shares. The exchange followed a fixed 1-for-1,000 conversion ratio defined in the preferred designation and involved three insider holders.

How did Barrel Energy’s share count change after the conversion?
Common shares outstanding rose from 2,144,622 to 752,144,622 after the conversion. Series A Preferred shares outstanding decreased from 5,000,000 to 4,250,000, reflecting the 750,000 preferred shares surrendered and cancelled in the exchange.

Who converted Series A Preferred Stock in Barrel Energy’s transaction?
The converting holders were insiders: James Jarmin Kaltsas, Alfreddie Johnson, and Willis Jerome Pumphrey Jr. Each converted 250,000 Series A Preferred shares into 250,000,000 common shares and retained 1,000,000 Series A Preferred shares outstanding afterward.

Did Barrel Energy (BRLL) receive any cash from this preferred-to-common conversion?
Barrel Energy received no cash proceeds from the conversion. The transaction was an exchange of securities, with preferred shares surrendered and cancelled in return for newly issued common shares, and no commissions or other remuneration were paid for soliciting it.

What securities law exemption did Barrel Energy rely on for this exchange?
Barrel Energy relied on the Section 3(a)(9) exemption under the Securities Act of 1933. The exemption applied because common stock was issued exclusively to existing security holders in exchange for their preferred shares, with no commission or remuneration paid for soliciting the exchange.

What was the stated conversion ratio for Barrel Energy’s Series A Preferred Stock?
The conversion used a stated ratio of one share of Series A Preferred Stock for 1,000 shares of common stock. This 1-for-1,000 ratio is set forth in the company’s Certificate of Amendment to the designation for the Series A Preferred Stock.

 

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): July 2, 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 3.02. Unregistered Sales of Equity Securities.

 

On July 2, 2026, Barrel Energy, Inc. (the "Company") effected the conversion of an aggregate of 750,000 shares of the Company's Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), into an aggregate of 750,000,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), pursuant to the conversion terms of the Series A Preferred Stock.

 

The conversions were made at the stated conversion ratio of one (1) share of Series A Preferred Stock for one thousand (1,000) shares of Common Stock. The conversion terms are set forth in the Company's Certificate of Amendment to Designation - After Issuance of Class or Series relating to the Series A Preferred Stock, which was filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2026 and is incorporated herein by reference.

 

The converting holders, each of whom is an officer, director and greater-than-ten-percent beneficial owner of the Company, were as follows:

 

Holder

 

Series A Preferred Shares Converted

 

 

Common Shares Issued

 

 

Series A Preferred Shares Remaining

 

James Jarmin Kaltsas

 

 

250,000

 

 

 

250,000,000

 

 

 

1,000,000

 

Alfreddie Johnson

 

 

250,000

 

 

 

250,000,000

 

 

 

1,000,000

 

Willis Jerome Pumphrey Jr.

 

 

250,000

 

 

 

250,000,000

 

 

 

1,000,000

 

 

Immediately before the conversions, the Company had 2,144,622 shares of Common Stock and 5,000,000 shares of Series A Preferred Stock issued and outstanding. Following the conversions, the Company had 752,144,622 shares of Common Stock and 4,250,000 shares of Series A Preferred Stock issued and outstanding.

 

The 750,000,000 shares of Common Stock were issued upon the surrender and cancellation of the 750,000 shares of Series A Preferred Stock. The Company received no cash proceeds from the conversions, and no underwriter, placement agent, broker or other person received any commission or other remuneration for soliciting the conversions.

 

The Company relied upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, because the Common Stock was issued by the Company exclusively to existing holders of securities of the Company in exchange for such securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.

 

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 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed June 29, 2026).

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:

July 6, 2026

 

 

 

 

 

 

By:

/s/ Jarmin Kaltsas

 

 

Name:

Jarmin Kaltsas

 

 

Title:

Chief Executive Officer

 

 

 

3

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Other Documents