UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 25, 2023

BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
 1-5103
 72-0496921
(State or other jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1100 Alakea Street, Suite 500
Honolulu, Hawaii 96813
(Address of Principal Executive Offices) (Zip Code)

(808) 531-8400
(Registrant’s Telephone Number, Including Area Code)

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
Common Stock, $0.50 Par Value
   BRN
  
NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  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.

The information set forth in Item 3.03 is incorporated herein by reference.

Item 1.02
Termination of a Material Definitive Agreement.

The information set forth in Item 3.03 is incorporated herein by reference.

Item 3.03
Material Modification to Rights of Security Holders.

On January 25, 2023, Barnwell Industries, Inc. (the “Company”) and Broadridge Corporate Issuer Solutions, Inc., as rights agent (the “Rights Agent”), entered into an Amendment No. 1 (the “Amendment”) to the Tax Benefits Preservation Plan, dated as of October 17, 2022, by and between the Company and the Rights Agent (the “Rights Agreement”) filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 17, 2022.

The Amendment accelerates the expiration of the Company’s rights (the “Rights”) under the Rights Agreement to January 25, 2023. Consequently, the Rights Agreement terminated on that date. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 to this report.

Item 8.01
Other Events.

On January 23, 2023, the Company issued a press release announcing, among other things, the termination of the Rights Agreement. A copy of the press release is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2023.

Item 9.01
Financial Statements and Exhibits.
 
(d)          Exhibits
 
Exhibit No.
Description
   
4.1
Amendment No. 1 to Tax Benefits Preservation Plan, dated as of October 17, 2022, by and between Barnwell Industries, Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
 
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.
 
Dated:  January 25, 2023
 
BARNWELL INDUSTRIES, INC.

 

By:
 /s/ Russell M. Gifford

 
Name:
Russell M. Gifford

 
Title:
Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.
Description
   
Amendment No. 1 to Tax Benefits Preservation Plan, dated as of October 17, 2022, by and between Barnwell Industries, Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent
   
104
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Exhibit 4.1

AMENDMENT NO. 1
TO
TAX BENEFITS PRESERVATION PLAN
 
This Amendment No. 1, dated as of January 25, 2023 (this “Amendment”), to the Tax Benefits Preservation Plan is made by and between Barnwell Industries, Inc. (the “Company”) and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agent”).
 
RECITALS
 
A.                The Company and the Rights Agent are parties to the Tax Benefits Preservation Plan, dated as of October 17, 2022 (the “Rights Agreement”), by and between the Company and the Rights Agent.

B.                The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to amend the Rights Agreement as set forth in this Amendment.

C.                Pursuant to Section 28 of the Rights Agreement, the Company and the Rights Agent shall, if the Board so directs, supplement or amend any provision of the Rights Agreement as the Board may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Stock of the Company.

NOW, THEREFORE, in consideration of the background, agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

Section 1.    Amendment of Rights Agreement.

(a)               Subclause (i) of the first sentence of Section 7(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:  “(i) the Close of Business on January 25, 2023,”

(b)               The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment, including all necessary conforming changes.

Section 2.   Direction. By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.

Section 3.   Defined Terms. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment have the respective meanings given to them in the Rights Agreement.

Section 4.   No Other Modification. Other than as set forth in this Amendment, the terms and conditions of the Rights Agreement remain in full force and effect without modification thereto.

Section 5.   Counterparts. This Amendment may be executed in any number of counterparts. Each counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 6.   Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made, without reference to its conflicts of law principles, and performed entirely within such State.

Section 7.   Descriptive Headings. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Amendment.

[Signatures follow on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the date first above written.

BARNWELL INDUSTRIES, INC.,
as the Company


 
By:
/s/ Alexander C. Kinzler
 
Name:
Alexander C. Kinzler
  
Title:
President and Chief Executive Officer
  


 
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.,
as Rights Agent

By:
/s/ John P. Dunn
    
Name:
John P. Dunn
  
Title:
Senior Vice President