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): March 19, 2025
BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-5103
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72-0496921
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.50 Par Value
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BRN |
NYSE American
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| Common Stock Purchase Rights |
N/A |
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 8.01 |
Other Events
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On March 19, 2025, Barnwell Industries, Inc. issued a press release relating to the consent solicitation materials filed by Ned L. Sherwood, MRMP-Managers LLC and Ned L. Sherwood Revocable Trust. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
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Financial Statements and Exhibits.
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| (d) |
Exhibits
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Exhibit No.
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Description
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99.1
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Press release dated March 19, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: March 19, 2025
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BARNWELL INDUSTRIES, INC.
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By:
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/s/ Alexander C. Kinzler
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Name:
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Alexander C. Kinzler
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Title:
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Secretary and General Counsel
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Exhibit Index
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Exhibit No.
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Description
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Press release dated March 19, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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P R E S S |
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R E L E A S E
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| BARNWELL INDUSTRIES, INC. |
1100 Alakea Street, Suite 500
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Honolulu, Hawaii 96813
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Telephone (808) 531-8400
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Fax (808) 531-7181
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Website: www.brninc.com
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Barnwell Industries Corrects Ned Sherwood’s Misleading Claims
Alex Kinzler does NOT support Sherwood’s Consent Solicitation
Consent Submitted by Alex Kinzler for One Share Required to Commence Consent Solicitation
Urges Shareholders to Ignore and Discard any Blue Consent Solicitation Card
HONOLULU, March 19, 2025 (GLOBE NEWSWIRE) -- Barnwell Industries, Inc. (NYSE American: BRN) (“Barnwell” or the “Company”) today corrected the record regarding
Ned Sherwood’s highly misleading statements made in connection with his attempt to take over Barnwell without paying a premium to shareholders.
Contrary to Sherwood’s claims in a press release this morning, and for the avoidance of doubt, Alex Kinzler, Executive Chairman, General Counsel and Corporate Secretary, is a member of Barnwell’s Executive
Committee of the Board defending the Company AGAINST Sherwood’s costly and distracting consent solicitation.
In Sherwood’s press release announcing the commencement of his self-serving Consent Solicitation seeking to replace the Company’s entire Board of Directors, Sherwood intentionally misled shareholders using
language that made it appear as if Kinzler submitted a consent solicitation card in support of Sherwood. This is patently false and highly misleading. Kinzler, in his capacity as a shareholder, submitted a
consent for one share of the 939,500 shares of Barnwell that he owns, so that the 60-day solicitation period required under Sherwood’s self-serving campaign could begin. Kinzler and the current Board do not support Sherwood.
Shareholders are likely to receive a blue consent card mailed to you by Sherwood, seeking approval of this extremely disruptive takeover of the Barnwell Board that offers shareholders no premium for their
investment. The value of your investment is at risk. We urge you to discard any blue consent card sent to you by Sherwood and ignore any of his calls, messages and other attempts to solicit his blue consent
card.
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If you have any questions or to revoke a previous submitted
consent, please contact our proxy solicitor: Okapi Partners at (877) 869-0171 or by email at
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Forward-Looking Statements
Certain information contained in this press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current beliefs and expectations of our board and management team that involve risks, potential changes in circumstances,
assumptions, and uncertainties, include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, our expectations regarding the effect of the Sherwood Group’s Consent
Solicitation and our ability to successfully solicit revocations of consents from our stockholders to reject the Sherwood Group’s proposals. Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the
expectations contained in such forward-looking statements will be achieved. Any or all of the forward-looking statements may turn out to be incorrect or be affected by inaccurate assumptions Barnwell might make or by known or unknown risks and
uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to the actions of the Sherwood Group, our ability to successfully solicit revocations of consents from our stockholders to reject the
Sherwood Group’s proposals, our ability to defend against any potential claims by the Sherwood Group, our ability to execute on our strategy and business plan and the other risks forth in the “Forward-Looking Statements,” “Risk Factors” and
other sections of Barnwell’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and Barnwell’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance on the forward-looking
statements contained in this press release, as they speak only as of the date of this press relesae, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements
contained herein.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers and other employees may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in (i) the
solicitation of revocations of consents relating to the efforts of the Sherwood Group and certain other participants to solicit consents for, among other things, the removal of all members of the Company’s Board of Directors or (ii) the
solicitation of proxies from stockholders in connection with the 2025 Annual Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will
be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the 2025 Annual Meeting. Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2024
annual meeting of stockholders, filed with the SEC on April 2, 2024. To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on
Statements of Change in Ownership on Form 3 and Form 4 filed with the SEC: Form 3, filed by Craig Hopkins, with the filings of the Company on May
16, 2024; Form 4, filed by Craig Hopkins, with the filings of the Company on May 20, 2024, August 29, 2024, January 13, 2025
and January 17, 2025; Form 4, filed by Joshua Horowitz, with the filings of the Company on August 23, 2024 and October 28, 2024;
Form 4, filed by Kenneth Grossman, with the filings of the Company on October 28, 2024; and Form 4, filed by Douglas Woodrum, with the
filings of the Company on October 28, 2024. These filings can be found at the SEC’s website at www.sec.gov. More detailed and updated
information regarding the identity of potential participants, and their direct or indirect interests (by security holdings or otherwise), will be set forth in the proxy statement and other materials to be filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
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| CONTACT: |
Investors:
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Bruce Goldfarb / Chuck Garske
(212) 297-0720
Email: [email protected]
Kenneth S. Grossman
Vice Chairman of the Board of Directors
Email: [email protected]
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