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 23, 2023
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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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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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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☐
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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
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NYSE American
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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.
On January 23, 2023, the Company issued a press release
announcing it entered into a cooperation and support agreement,
which included provisions related to the nomination of directors at
its next annual meeting. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
| 99.1 |
Press Release, dated January 23, 2023
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| 104 |
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: January 23, 2023
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BARNWELL INDUSTRIES, INC.
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By:
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/s/ Russell M. Gifford
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Name:
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Russell M.
Gifford
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Title:
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Executive Vice President and Chief
Financial Officer
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Exhibit Index
| 99.1 |
Press Release, dated January 23, 2023
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| 104 |
Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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