Barnwell files supplement to sell $4.3M stock
Barnwell Industries, Inc. amends its January 30, 2026 prospectus supplement to update its at‑the‑market offering capacity: it may offer up to $4,297,700 of common stock through Roth Capital Partners under a previously filed Sales Agreement.
Rhea-AI Filing Summary
Barnwell Industries, Inc. amends its January 30, 2026 prospectus supplement to update its at‑the‑market offering capacity: it may offer up to $4,297,700 of common stock through Roth Capital Partners under a previously filed Sales Agreement. The increase reflects a rise in the company’s public float and adjusts the 12‑month limit prescribed by General Instruction I.B.6 of Form S‑3.
The supplement notes a prior shelf capacity of $50,000,000, a prior Form S‑3 limit of $3,200,000, and that approximately $2,103,558 was sold under the I.B.6 allowance in the last 12 months. Shares outstanding were 14,233,259, with a public float of $12,893,200 based on 9,994,729 shares held by non‑affiliates at a reference price of $1.29 per share.
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Insights
AMT supplement increases available ATM capacity to $4.3M under existing Sales Agreement.
The supplement updates the short‑form registration capacity under General Instruction I.B.6 of Form S‑3, reflecting an increased public float and permitting additional sales through Roth Capital. The filing clarifies prior usage of the I.B.6 allowance: $2,103,558 sold in the prior 12 months.
Practical dependencies include the public float calculation and continued compliance with the one‑third cap while public float remains below $75M. Subsequent daily ATM sales will be driven by market conditions and Roth Capital execution; timing and actual proceeds per sale are not disclosed in the excerpt.
Key Figures
Updated offering capacity: $4,297,700
Original shelf capacity: $50,000,000
Prior Form S-3 limit: $3,200,000
+5 more
8 metrics
Updated offering capacity
$4,297,700
aggregate offering price eligible under Sales Agreement
Original shelf capacity
$50,000,000
registered under Sales Agreement on Form S-3
Prior Form S-3 limit
$3,200,000
previous limitation under General Instruction I.B.6
Amount sold in prior 12 months
$2,103,558
sold pursuant to General Instruction I.B.6 in prior 12 months
Public float
$12,893,200
aggregate market value of outstanding common stock held by non-affiliates
Shares outstanding
14,233,259 shares
total shares outstanding stated in supplement
Non‑affiliate shares
9,994,729 shares
shares held by non-affiliates used to calculate public float
Reference price (60‑day high)
$1.29/share
closing sale price on March 2, 2026 used for public float calculation
Key Terms
Sales Agreement, General Instruction I.B.6 of Form S-3, public float, at‑the‑market
4 terms
Sales Agreement regulatory
"Sales Agreement between Roth Capital Partners, LLC, or Roth Capital, acting as the agent, and us."
A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.
General Instruction I.B.6 of Form S-3 regulatory
"offering limitations applicable to us under General Instruction I.B.6. of Form S-3"
public float market
"aggregate market value of our outstanding common stock held by non-affiliates, or our public float"
Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.
at‑the‑market market
"we may offer and sell shares of our Common Stock ... through or to the Sales Agent, as agent or principal."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What amount is Barnwell Industries (BRN) registering to sell?
Barnwell is eligible to offer up to $4,297,700 of common stock. This figure updates prior limits and reflects an increased public float under Form S‑3 rules.
How much has Barnwell sold under the Form S‑3 I.B.6 allowance in the past 12 months?
Barnwell sold approximately $2,103,558 of common stock under General Instruction I.B.6. That prior activity is included in the updated $4,297,700 aggregate offering capacity.
What triggers the updated offering capacity to $4,297,700?
The update results from an increase in the company’s public float calculated under General Instruction I.B.6 of Form S‑3. The supplement amends the Sales Agreement capacity accordingly.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed Pursuant to Rule 424(b)(5)
Registration No.: 333-292684
SUPPLEMENT NO. 1 TO
PROSPECTUS SUPPLEMENT DATED FEBRUARY 25, 2026
(To Prospectus dated January 30, 2026)
BARNWELL INDUSTRIES, INC.
Up to $4,297,700 of Common Stock
This prospectus supplement amends and supplements the prospectus dated January 30, 2026, filed as a part of our registration statement on Form S-3 (File No. 333-292684) as amended
by our prospectus supplement dated February 25, 2026 (the “Prior Prospectuses”). This prospectus supplement should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information
herein amends or supersedes the information contained in the Prior Prospectuses. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or
supplements thereto.
We filed the Prior Prospectuses to register the offer and sale of our common stock, par value $0.50 per share, from time to time pursuant to the terms of that certain Sales
Agreement between Roth Capital Partners, LLC, or Roth Capital, acting as the agent, and us. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Common Stock having an aggregate offering price of up to
$50,000,000 from time to time through or to the Sales Agent, as agent or principal. However, due to the offering limitations applicable to us under General Instruction I.B.6. of Form S-3, the Prior Prospectuses limited us to up to $3,200,000. As a
result of an increase in our public float calculated in accordance with General Instruction I.B.6. of Form S-3 as of the date of this prospectus supplement, and in accordance with the terms of the Sales Agreement, we are filing this prospectus
supplement to amend the Prior Prospectuses to update the amount of shares we are eligible to sell. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the Sales Agreement, we may
offer and sell shares of our common stock having an aggregate offering price of up to $4,297,700 from time to time through Roth Capital, which includes the shares of common stock pursuant to the Prior Prospectuses having an aggregate sales price of
approximately $2,103,558 that were sold pursuant to General Instruction I.B.6 of Form S-3 in the last 12-months.
As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or our public float, was approximately $12,893,200
based on a total number of 14,233,259 shares of common stock outstanding, of which 9,994,729 shares of common stock were held by non-affiliates, at a price of $1.29 per share, the closing sale price of our common stock on March 2, 2026, which is
the highest closing price of our common stock on the NYSE American within the prior 60 days. We have sold approximately $2,103,558 of our common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that
ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an
aggregate offering price of up to approximately $2,194,175. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month
period so long as our public float remains below $75 million.
Our Common Stock is listed on the NYSE American under the symbol “BRN.” On April 8, 2026, the last reported sale price of our Common Stock on NYSE American was $1.08 per share.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon
the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
Roth Capital Partners
The date of this prospectus supplement is April 9, 2026.