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  4. [8-K] Barrel Energy Inc. Reports Material Event

Barrel Energy (BRLL) adds $150,000 note and $5M stock purchase facility

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

Rhea-AI Filing Summary

Barrel Energy, Inc. entered into a financing arrangement with Coventry Enterprises, LLC consisting of a $150,000 promissory note and a multi-year common stock equity purchase facility. The note was issued for a purchase price of $135,000, with an original issue discount of $15,000 and $10,000 of investor legal fees, resulting in $125,000 of net cash proceeds on August 5, 2026.

The note carries $15,000 of guaranteed interest, payable with principal in twelve monthly installments of $13,750 from September 1, 2026 through August 1, 2027, and becomes convertible only upon an Event of Default at a price based on recent trading levels, subject to a 4.99%–9.99% beneficial ownership limitation. Upon default, the investor may accelerate 150% of outstanding principal and interest and elect payment in cash or stock.

As part of the transaction, Barrel Energy issued 44,860,348 common shares and a pre-funded warrant for up to 5,139,652 shares, with a potential return and cancellation of most of these securities if the note is repaid in full, leaving 10,000,000 shares outstanding to the investor. An additional 5,000,000 commitment shares and an equity purchase facility of up to $5,000,000 of common stock over 36 months were also granted, supported by a Registration Rights Agreement and a 100,000,000-share transfer agent reserve.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Note Principal $150,000 Promissory note issued to Coventry Enterprises on August 5, 2026
Net Cash Proceeds $125,000 Cash received after $15,000 original issue discount and $10,000 legal fees
Guaranteed Interest $15,000 Interest deemed earned on original issue date and payable over term
Monthly Installments $13,750 Twelve payments from September 1, 2026 through August 1, 2027
Equity Purchase Facility $5,000,000 Maximum common stock purchases over 36 months under Equity Purchase Agreement
Commitment Shares 5,000,000 shares Additional consideration to investor for equity purchase commitment
Financing Shares and Warrant 44,860,348 shares and 5,139,652 warrant shares Common shares and pre-funded warrant issued in connection with note
Share Reserve 100,000,000 shares Initial reserve instructed to transfer agent for note and equity facility
original issue discount financial
"for a purchase price of $135,000, reflecting an original issue discount of $15,000"
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.
pre-funded warrant financial
"a pre-funded warrant to purchase up to 5,139,652 shares of common stock"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
beneficial ownership limitation financial
"Conversions are subject to a 4.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
equity purchase facility financial
"Under the Equity Purchase Agreement, the Investor committed to purchase...up to $5,000,000"
An equity purchase facility is an arrangement in which a company can sell newly issued shares to a counterparty or through a broker over time to raise cash as needed, similar to having a standby line at the bank but paid by selling pieces of the company instead of borrowing. It matters to investors because it provides flexible funding without taking on debt, but it can dilute existing shareholders and affect share price depending on how and when the shares are sold.
Registration Rights Agreement regulatory
"Under the Registration Rights Agreement, the Company agreed to file an initial registration statement"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Irrevocable Transfer Agent Instructions regulatory
"The Company also delivered Irrevocable Transfer Agent Instructions directing ClearTrust LLC"

FAQ

What financing did Barrel Energy (BRLL) complete on August 5, 2026?
Barrel Energy completed a financing with Coventry Enterprises including a $150,000 promissory note and a $5,000,000 equity purchase facility. The company received $125,000 in initial net cash proceeds after discounts and legal fees.

What are the key terms of Barrel Energy (BRLL)'s $150,000 note?
The note has $150,000 principal and $15,000 guaranteed interest, repaid in twelve $13,750 monthly installments from September 1, 2026 to August 1, 2027. It becomes convertible only after an Event of Default, with potential 150% acceleration and default interest up to 22% per year.

How many Barrel Energy (BRLL) shares and warrants were issued in this financing?
Barrel Energy issued 44,860,348 common shares and a pre-funded warrant for up to 5,139,652 shares tied to the note, plus 5,000,000 commitment shares under the equity purchase agreement, subject to potential return and cancellation if the note is fully repaid.

What is the structure of Barrel Energy (BRLL)'s $5,000,000 equity purchase facility?
The equity purchase agreement allows Barrel Energy to sell up to $5,000,000 of common stock over 36 months. Each drawdown is capped at the lesser of $250,000 or 200% of recent average trading value, at a price generally based on 80% of recent lows.

What registration and share reserve obligations did Barrel Energy (BRLL) agree to?
Barrel Energy agreed to file a resale registration statement by October 12, 2026 covering securities from the financing. It also instructed its transfer agent to reserve 100,000,000 common shares for potential issuance under the note and equity purchase facility.

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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): August 5, 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

 

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 5, 2026, Barrel Energy, Inc. (the “Company”) closed the financing transactions contemplated by a Note Purchase Agreement (the “Note Purchase Agreement”) and a Common Stock Purchase Agreement (the “Equity Purchase Agreement”), each dated July 29, 2026, with Coventry Enterprises, LLC, a Delaware limited liability company (the “Investor”). In connection with those agreements, the Company also issued a promissory note, granted a pre-funded common stock purchase warrant, entered into a Registration Rights Agreement and delivered Irrevocable Transfer Agent Instructions (collectively, the “Transaction Documents”). The Investor funded the Note purchase price on August 5, 2026. The Company is not aware of any material relationship between the Company or its affiliates and the Investor other than the financing transactions described in this Current Report.

 

Note Financing.

 

At the closing on August 5, 2026, pursuant to the Note Purchase Agreement, the Company issued to the Investor a promissory note with an original principal amount of $150,000 (the “Note”) for a purchase price of $135,000, reflecting an original issue discount of $15,000. The closing memorandum provides for the payment of $10,000 of the Investor’s legal expenses from the gross proceeds, resulting in net cash proceeds to the Company of $125,000.

 

The Note provides for guaranteed interest of $15,000, which was deemed earned on the original issue date. The principal amount and guaranteed interest are payable in twelve monthly installments of $13,750, beginning September 1, 2026 and continuing through August 1, 2027, unless earlier paid or accelerated. The Company may prepay the Note from time to time without penalty or premium.

 

The Note is convertible solely following the occurrence and continuance of an Event of Default, as defined in the Note. During an Event of Default, the Note bears default interest at the lesser of 22% per annum or the maximum rate permitted by applicable law. Following an Event of Default, the Investor may elect to accelerate an amount equal to 150% of the outstanding principal amount and accrued and unpaid interest, together with other amounts due under the Note, and may elect to receive payment in cash or shares of the Company’s common stock. The conversion price is generally 102% of the lowest trading price of the common stock during the twenty trading days preceding the applicable conversion date, subject to the alternative conversion price provisions and customary adjustments set forth in the Note. Conversions are subject to a 4.99% beneficial ownership limitation, which the Investor may increase to not more than 9.99% upon at least 61 days’ prior notice to the Company.

 

Commitment Securities and Pre-Funded Warrant.

 

As additional consideration for the Note financing and the Investor’s entry into the Equity Purchase Agreement, the Company agreed to issue to the Investor 44,860,348 shares of common stock and a pre-funded warrant to purchase up to 5,139,652 shares of common stock (the “Pre-Funded Warrant”). The exercise price of the Pre-Funded Warrant is $0.0001 per share, subject to adjustment. If the Company timely repays all obligations under the Note in full and no uncured Event of Default has occurred, the Investor is required, within ten calendar days after repayment, to return to the Company for cancellation 34,860,348 shares of common stock and the entire Pre-Funded Warrant, leaving 10,000,000 shares of common stock retained by the Investor under the Note financing documents.

 

The Equity Purchase Agreement separately provides for the issuance to the Investor of 5,000,000 commitment shares as additional consideration for the Investor’s equity purchase commitment.

 

Equity Purchase Facility.

 

Under the Equity Purchase Agreement, the Investor committed to purchase, from time to time at the Company’s election and subject to the satisfaction of specified conditions, up to $5,000,000 of the Company’s common stock during the 36-month period following the initial effectiveness of the resale registration statement. The amount of each drawdown may not exceed the lesser of $250,000 or 200% of the average daily trading value during the ten business days immediately preceding the applicable drawdown notice. Subject to waiver by the Investor, the Company generally may not deliver a subsequent drawdown notice until the expiration of fourteen business days after the prior notice and the closing of the prior drawdown.

 

 
2

 

 

The purchase price for drawdown shares is generally the lesser of (i) 80% of the lowest trading price of the common stock during the twenty-business-day pricing period preceding the drawdown notice or (ii) the price at which the Company issues common stock or common stock equivalents below that calculated price during the thirty-business-day period preceding the drawdown notice. The Equity Purchase Agreement contains customary representations, warranties, covenants, closing conditions, indemnification provisions, beneficial ownership limitations and adjustment provisions.

 

Registration Rights and Transfer Agent Instructions.

 

Under the Registration Rights Agreement, the Company agreed to file an initial registration statement with the Securities and Exchange Commission on or before October 12, 2026 covering the maximum number of registrable securities permitted under applicable SEC rules, including the commitment shares, shares issuable upon conversion of the Note, shares underlying the Pre-Funded Warrant, drawdown shares and certain adjustment or true-up shares. The Company agreed to use commercially reasonable efforts to cause the registration statement to become effective and to maintain its effectiveness for the period specified in the Registration Rights Agreement.

 

The Company also delivered Irrevocable Transfer Agent Instructions directing ClearTrust LLC, the Company’s transfer agent, to establish an initial aggregate reserve of 100,000,000 shares of common stock for potential issuances in connection with the Note and the equity purchase facility and, subject to the Transaction Documents and applicable law, to issue shares upon receipt of the required conversion or issuance notices.

 

Use of Proceeds.

 

The Company intends to use the net proceeds from the Note financing and any future proceeds received under the equity purchase facility for the expansion of the Company’s operations, marketing and promotional activities, business development and general working capital, subject to the limitations and restrictions contained in the Transaction Documents.

 

The foregoing descriptions of the Transaction Documents do not purport to be complete and are qualified in their entirety by reference to the full text of the Note, the Pre-Funded Warrant, the Note Purchase Agreement, the Equity Purchase Agreement, the Registration Rights Agreement and the Irrevocable Transfer Agent Instructions, copies of which are filed as Exhibits 4.1, 4.2, 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report and are 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 regarding the Note and the Note Purchase Agreement is incorporated by reference into this Item 2.03. On August 5, 2026, upon the funding and closing of the Note financing, the Company became obligated under the Note in the principal amount of $150,000, together with $15,000 of guaranteed interest. The Note is payable in twelve monthly installments of $13,750 commencing September 1, 2026 and matures on August 1, 2027, subject to earlier payment or acceleration. Upon an Event of Default, default interest may accrue at the lesser of 22% per annum or the maximum rate permitted by law, and the Investor may accelerate an amount equal to 150% of the outstanding principal and accrued and unpaid interest, together with other amounts due under the Note, and may elect payment in cash or common stock as provided in the Note.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. In connection with the Transaction Documents, the Company issued or agreed to issue to the Investor: (i) the Note; (ii) 44,860,348 shares of common stock and the Pre-Funded Warrant to purchase up to 5,139,652 shares of common stock in connection with the Note financing; (iii) 5,000,000 commitment shares under the Equity Purchase Agreement; and (iv) such additional shares of common stock as may become issuable upon an Event of Default and conversion of the Note, exercise of the Pre-Funded Warrant, drawdowns under the Equity Purchase Agreement or adjustments under the Transaction Documents. The number of shares that may be issued upon conversion or future drawdowns cannot be determined at this time because the applicable number depends upon future market prices and the other terms of the Transaction Documents.

 

 
3

 

 

The securities were offered and sold, or will be offered and sold, to the Investor, which represented that it is an accredited investor, in transactions intended to be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D. The Company did not register the offer or sale of the securities under the Securities Act, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from registration. At the Note closing on August 5, 2026, the Company received gross cash proceeds of $135,000 and net cash proceeds of $125,000 and may receive additional proceeds from future drawdowns under the Equity Purchase Agreement and exercises of the Pre-Funded Warrant, if any.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. 

 

Description 

4.1

 

Promissory Note issued by Barrel Energy, Inc. to Coventry Enterprises, LLC, dated July 29, 2026.

 

 

 

4.2

 

Common Stock Purchase Pre-Funded Warrant issued to Coventry Enterprises, LLC, dated July 29, 2026.

 

 

 

10.1

 

Note Purchase Agreement between Barrel Energy, Inc. and Coventry Enterprises, LLC, dated July 29, 2026.

 

 

 

10.2

 

Common Stock Purchase Agreement between Barrel Energy, Inc. and Coventry Enterprises, LLC, dated July 29, 2026.

 

 

 

10.3

 

Registration Rights Agreement between Barrel Energy, Inc. and Coventry Enterprises, LLC, dated July 29, 2026.

 

 

 

10.4

 

Irrevocable Transfer Agent Instructions to ClearTrust LLC, dated July 29, 2026.

 

 

 

104

 

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

 

 
4

 

 

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 10, 2026

By:

/s/ Jarmin Kaltsas

 

 

Name:

Jarmin Kaltsas 

 

 

Title:

Chief Executive Officer 

 

 

 
5

 

Source: View Original Filing on SEC EDGAR

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