Barnwell Industries Inc美股招股说明书(2026-02-25版)

BARNWELL INDUSTRIES, INC. Up to $3,200,000 of Common Stock We have entered into a Sales Agreement (the “Sales Agreement”), dated February25, 2026, with RothCapital Partners, LLC (the “Sales Agent”), relating to the shares of our common stock, par value $0.50 per share(“Common Stock”), offered by this prospectus supplement. 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 fromtime to time through or to the Sales Agent, as agent or principal. However, due to the offering limitationsapplicable to us under General Instruction I.B.6. of Form S-3 and our public float calculated in accordancetherewith as of the date of this prospectus supplement, and in accordance with the terms of the sales agreement,we are offering shares of our common stock having an aggregate gross sales price of up to $3,200,000 pursuant tothis prospectus supplement and the accompanying prospectus. If our public float increases such that we may selladditional amounts under the sales agreement and the registration statement of which this prospectus supplementand the accompanying prospectus are a part, we will file another prospectus supplement prior to makingadditional sales. Sales of Common Stock, if any, under this prospectus supplement and the accompanying prospectus may bemade in transactions that are deemed to be “at-the-market offerings” as defined in Rule415 under the SecuritiesAct of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific number ordollar amount of shares, but will act as sales agent on a commercially reasonable efforts basis consistent with itsnormal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. We will pay the Sales Agent a commission of up to 2.5% of the gross sales price per share of Common Stockissued by us and sold through them as our Sales Agent under the Sales Agreement. In connection with the sale ofCommon Stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation to the Sales Agent will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect tocertain liabilities, including liabilities under the Securities Act. Investing in our common stock involves risks. See “Risk Factors” on page S-5of this prospectussupplement and on page2of the accompanying prospectus concerning factors you should consider beforeinvesting in our common stock. Our Common Stock is listed on the NYSE American LLC (“NYSE American”) under the symbol “BRN.”On February20, 2026 the last reported sale price of our Common Stock on NYSE American was $1.01 per share. The aggregate market value of our outstanding Common Stock held by non-affiliates was approximately$9,743,507, which was calculated based on 12,566,314 shares of outstanding common stock as of February20,2026 held by non-affiliates multiplied by a price per share of $1.17, the closing price of our Common Stock onJanuary27, 2026. Pursuant to General Instruction I.B.6 of FormS-3, in no event will we sell shares of ourCommon Stock pursuant to this prospectus supplement with a value of more than one-third of the aggregatemarket value of our Common Stock held by non-affiliates, or $3,247,836, in any 12 month period, so long as theaggregate market value of our outstanding Common Stock held by non-affiliates remains below $75million.During the 12 calendar months prior to and including the date of this prospectus supplement, we have not offeredor sold any securities pursuant to General Instruction I.B.6 of FormS-3. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved 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 PartnersThe date of this prospectus supplement is February 25, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-7DIVIDEND POLICYS-8DILUTIONS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-12EXPERTSS-12WHERE YOU CAN FIND MORE INFORMATIONS-13INCORPORATION OF DOCUMENTS BY REFERENCES-14 Prospectus PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiABOUT BARNWELL INDUSTRIES, INC.1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF COMMON STOCK4DESCRIPTION OF WARRANTS5DESCRIPTION OF RIGHTS6DESCRIPTION OF UNITS7PLAN OF DISTRIBUTION8LEGAL MATTERS10EXPERTS10WHERE YOU CAN FIND MORE INFORMATION11INFORMATION INCORPORATED BY REFERENCE12 You should rely only on the information we have provided or incorporated by reference in thisprospectus supplemen