Barnwell Industries Inc美股招股说明书(2026-01-30版)

BARNWELL INDUSTRIES, INC. 3,250,245 shares of Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time totime up to an aggregate of 3,250,245 shares of our common stock, par value $0.50 per share, which arecomprised of (i)2,221,141 shares of common stock issued and outstanding (the “common shares”) and (ii)1,029,104 shares of common stock issuable upon exercise of common warrants (the “Warrants”) issued by us in aprivate placement to the selling stockholders that are party to the Securities Purchase Agreement, datedNovember24, 2025 (the “Purchase Agreement”). The common shares and the shares of common stock issuableupon exercise of the Warrants are collectively referred to herein as the “Shares”. We are not selling any shares of our common stock under this prospectus and will not receive any of theproceeds from the sale of the Shares by the selling stockholders. We will, however, receive the net proceeds ofany Warrants exercised for cash. The selling stockholders may sell or otherwise dispose of the Shares covered by this prospectus in a numberof different ways and at varying prices. We provide more information about how the selling stockholders may sellor otherwise dispose of the Shares covered by this prospectus in the section entitled “Plan of Distribution” onpage11 of this prospectus. For information on the selling stockholders, see the section entitled “SellingStockholders” on page8of this prospectus. Discounts, concessions, commissions and similar selling expensesattributable to the sale of the Shares covered by this prospectus will be borne by the selling stockholders. We willpay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to theregistration of the Shares with the Securities and Exchange Commission (the “SEC” or the “Commission”). Our common stock is listed on NYSE American under the symbol “BRN.” On January 9, 2026, the lastreported sale price of our common stock was $1.10 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements asrequired. You should read the entire prospectus and any amendments or supplements carefully before you makeyour investment decision. Investing in our securities involves risks. You should carefully read the “Risk Factors” beginning onpage4of this prospectus before investing. Neither the SEC nor any state securities commission has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is acriminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6SELLING STOCKHOLDERS8PLAN OF DISTRIBUTION11LEGAL MATTERS13EXPERTS13WHERE YOU CAN FIND MORE INFORMATION13INFORMATION INCORPORATED BY REFERENCE14 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on FormS-3 that we filed with the SEC. Under thisregistration statement, the selling stockholders may sell the securities described in this prospectus in one or moreofferings. A prospectus supplement may add to, update or change the information contained in this prospectus. Youshould read this prospectus and any applicable prospectus supplement, together with the information incorporatedherein by reference as described under the heading “Information Incorporated by Reference.” You should rely only on the information that we have provided or incorporated by reference in this prospectusand any applicable prospectus supplement. We have not authorized, nor has any selling stockholder authorized, anydealer, salesman or other person to give any information or to make any representation other than those contained orincorporated by reference in this prospectus or any applicable prospectus supplement. You should not rely upon anyinformation or representation not contained or incorporated by reference in this prospectus or any applicableprospectus supplement. We take no responsibility for and can provide no assurance as to the reliability of, any otherinformation that others may give you. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or thesolicitation of an offer to buy any securities other than the registered securities to which they relate, nor do thisprospectus and any accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer tobuy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in suchjurisdiction. You should not assume that the information contained in this prospectus or any applicable prospectussupplement is accurate on any date subsequent to the date set forth on the front of the document or that anyinformation we have incorporated by reference is correct on any date subs