S-3 1 ny20062660x1_s3.htm S-3

As filed with the Securities and Exchange Commission on January 12, 2026.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BARNWELL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Delaware			72-0496921
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1100 Alakea Street, Suite 500

Honolulu, Hawaii 96813-2840

(808) 531-8400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Philip F. Patman, Jr.

Executive Vice President-Finance and Chief Financial Officer

1100 Alakea Street, Suite 500

Honolulu, Hawaii 96813-2840

(808) 531-8400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory Sichenzia, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

(212) 930-9700

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.


			Page
ABOUT THIS PROSPECTUS			ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iii
ABOUT BARNWELL INDUSTRIES, INC.			1
RISK FACTORS			2
USE OF PROCEEDS			3
DESCRIPTION OF COMMON STOCK			4
DESCRIPTION OF WARRANTS			5
DESCRIPTION OF RIGHTS			6
DESCRIPTION OF UNITS			7
PLAN OF DISTRIBUTION			8
LEGAL MATTERS			10
EXPERTS			10
WHERE YOU CAN FIND MORE INFORMATION			10
INFORMATION INCORPORATED BY REFERENCE			11


			Page
ABOUT THIS PROSPECTUS			ii
PROSPECTUS SUMMARY			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
RISK FACTORS			4
USE OF PROCEEDS			5
DESCRIPTION OF CAPITAL STOCK			6
SELLING STOCKHOLDERS			8
PLAN OF DISTRIBUTION			11
LEGAL MATTERS			13
EXPERTS			13
WHERE YOU CAN FIND MORE INFORMATION			13
INFORMATION INCORPORATED BY REFERENCE			14


Name of Selling Stockholder	Shares Owned Prior to Offering	Shares Offered by this Prospectus	Shares Owned After Offering	Percentage of Shares Beneficially Owned After Offering⁽¹⁾
Bradley L. Radoff	840,136⁽²⁾	840,136	0	*
The Radoff Family Foundation	840,135⁽³⁾	840,135	0	*
Joshua E. Schechter	59,721⁽⁴⁾	59,721	0	*
Greybridge Capital LLC	119,444⁽⁵⁾	119,444	0	*
MGJSC2 Partners LLC	298,612⁽⁶⁾	298,612	0	*
Sean Wallace	173,574⁽⁷⁾	163,574	10,000	*
Lisa Wallace	53,622⁽⁸⁾	53,622	0	*
Diana Luce Wallace 2001 Trust	21,694⁽⁹⁾	21,694	0	*
Jon Bloom	59,721⁽¹⁰⁾	59,721	0	*
Metrolina Capital Investors, LLC	262,780⁽¹¹⁾	262,780	0	*
Virtus Capital LP	119,444⁽¹²⁾	119,444	0	*
David Scher	26,277⁽¹³⁾	26,277	0	*
Stephen Esposito	13,138⁽¹⁴⁾	13,138	0	*
Gary C. Ribe	131,389⁽¹⁵⁾	131,389	0	*
Russell Anmuth	29,860⁽¹⁶⁾	29,860	0	*
Eric Furey	47,776⁽¹⁷⁾	47,776	0	*
Kenneth S. Grossman	262,971⁽¹⁸⁾	59,563	203,408	1.6%
Joshua S. Horowitz	124,343⁽¹⁹⁾	14,563	109,780	*
Palm Global Small Cap Master Fund LP	315,276⁽²⁰⁾	45,000	270,276	2.2%
Equity Trust Company Custodian FBO Philip Patman IRA	127,003⁽²¹⁾	43,796	83,207	*


Expense			Amount
SEC registration fee			$7,389.77
FINRA filing fee			8,000.00
Legal fees and expenses			*
Accounting fees and expenses			*
Miscellaneous expenses			*
Total			$*


Exhibit Number			Description
1.1*			Form of Underwriting Agreement
3.1			Certificate of Incorporation, as amended, incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2022
3.2			Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on September 15, 2025
4.1			Form of Common Stock Certificate Incorporated by reference to the registration statement on Form S-1 originally filed by the Registrant January 29, 1957 and as amended February 15, 1957 and February 19, 1957.
4.2*			Form of Certificate of Designation
4.3*			Form of Warrant Agreement and Warrant Certificate
4.4*			Form of Stock Purchase Agreement
4.5*			Form of Rights Agreement and Form of Rights Certificate
4.6*			Form of Unit Agreement and Unit Certificate
5.1			Opinion of Sichenzia Ross Ference Carmel LLP
5.2			Opinion of Sichenzia Ross Ference Carmel LLP relating to the Selling Stockholder Prospectus
23.1			Consent of Weaver and Tidwell, L.L.P.
23.2			Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
23.3			Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.2)
24.1			Power of Attorney (included on the signature page)
107			Filing Fee Table


			BARNWELL INDUSTRIES, INC.

			By:			/s/ Craig D. Hopkins
						Craig D. Hopkins
						President, Chief Executive Officer and Director (Principal Executive Officer)

			By:			/s/ Philip F. Patman, Jr.
						Philip F. Patman, Jr.
						Executive Vice President-Finance, Chief Financial Officer, Treasurer, and Director (Principal Financial and Accounting Officer)


SIGNATURE	TITLE	DATE

/s/ Craig D. Hopkins	President, Chief Executive Officer and Director	January 12, 2026
Craig D. Hopkins	President, Chief Executive Officer and Director	January 12, 2026

/s/ Philip F. Patman, Jr.	Executive Vice President-Finance, Chief Financial Officer, Treasurer and Director	January 12, 2026
Philip F. Patman, Jr.		January 12, 2026

/s/ Kenneth S. Grossman	Chairman of the Board	January 12, 2026
Kenneth S. Grossman	Chairman of the Board	January 12, 2026

/s/ Joshua S. Horowitz	Director	January 12, 2026
Joshua S. Horowitz	Director	January 12, 2026

/s/ Philip J. McPherson	Director	January 12, 2026
Philip J. McPherson	Director	January 12, 2026

/s/ Joshua E. Schechter	Director	January 12, 2026
Joshua E. Schechter	Director	January 12, 2026

SEC Form S-3 filed by Barnwell Industries Inc.