SCHEDULE: Radoff Group Boosts Barnwell Stake, Seeks Board Seat

Bradley L. Radoff and the Radoff Family Foundation have acquired a 9.1% stake in Barnwell Industries Inc. through a private placement, with Radoff seeking a board appointment.

Summary

• Bradley L. Radoff and the Radoff Family Foundation (collectively, the "Reporting Persons") acquired a significant stake in Barnwell Industries Inc. through a private placement offering.
• The Radoff Family Foundation purchased 560,090 shares and 280,045 common warrants for approximately $616,100.
• Bradley L. Radoff purchased 560,091 shares and 280,045 common warrants for approximately $616,100.
• The total investment by the Reporting Persons in this offering was approximately $1,232,200.
• The shares were acquired at a price of $1.10 per share in a private placement offering that closed on November 28, 2025.
• Common Warrants have an exercise price of $1.65 per share and will become exercisable 180 days following the closing date for a period of three years.
• Following the closing, Mr. Radoff has the right, but not the obligation, to request that the Board appoint one individual as a director, and he has recommended Joshua Schecter for this role.
• The Issuer is required to file a registration statement with the SEC for the resale of the acquired shares and warrant shares no later than 45 days after the closing date.
• The Reporting Persons collectively beneficially own 1,120,181 shares of Barnwell Industries Inc., representing approximately 9.1% of the Issuer's outstanding common stock.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic investment by an activist investor group, suggesting a belief in the company's potential for improvement and value creation. The investor's intent to seek board representation and potentially influence strategic direction is generally positive for driving change, though the immediate dilution from the private placement is a minor negative.

Positives

• A significant investment by a private investor and foundation indicates confidence in the Issuer's potential value.
• The private placement offering successfully raised capital for Barnwell Industries Inc.
• The potential appointment of Joshua Schecter to the Board could enhance corporate governance and provide strategic input from a significant shareholder.

Negatives

• The private placement involved the issuance of new shares and warrants, which could lead to dilution for existing shareholders.
• The warrants, if exercised, could lead to further dilution, although they also represent future capital for the company.

Risks

• Dilution risk for existing shareholders from the issuance of new shares and the potential future exercise of common warrants.
• The Issuer's ability to effectively utilize the capital raised from the private placement to drive growth and improve financial performance.
• Market conditions and other investment opportunities could lead the Reporting Persons to decrease their position in the Issuer, potentially impacting share price.
• The Issuer's share price may not exceed the warrant exercise price of $1.65, making the warrants less valuable or unexercised.
• Failure by the Issuer to timely file or have the registration statement declared effective could impact the liquidity for the Reporting Persons' acquired securities.

Future Outlook

The Reporting Persons view their investment as an attractive opportunity and may increase or decrease their position, engage with management and the Board, discuss with other stockholders, and propose changes to capital allocation, capitalization, ownership structure, Board composition, or operations, including a potential sale of the Issuer. The Issuer is also obligated to file a registration statement for the resale of the acquired securities.

Management Comments

• "The Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons' belief that the securities, when purchased, represented an attractive investment opportunity."
• "Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer..."
• "Mr. Radoff has recommended that Joshua Schecter serve as a director to the Board, and it is expected that Mr. Schecter will join the Board following the Closing."

Industry Context

This filing indicates an activist investor taking a significant stake in a company, often seen in industries where companies may be undervalued or underperforming, and where investors believe they can drive strategic changes to unlock shareholder value. The private placement suggests the company needed capital, and the terms (warrants) are common in such deals.

Comparison to Industry Standards

• The acquisition of a 9.1% stake by an activist investor group is a substantial position, often exceeding the typical passive investment threshold and signaling an intent to influence corporate strategy, which is common in situations where investors perceive a company to be undervalued or mismanaged.
• The inclusion of a board seat right for a significant investor like Mr. Radoff is a standard practice in private placements or strategic investments, aligning the investor's interests with long-term company performance.
• The warrant structure, with an exercise price above the purchase price and a three-year exercise window, is a common incentive mechanism in private placements, providing additional upside for investors while offering future capital to the company upon exercise.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for dilution from new share issuance and future warrant exercise. Potential for increased shareholder value if the new director and strategic input lead to improved performance.
• Management/Board: Increased oversight and potential for strategic shifts due to the influence of a significant investor and new board member.
• Creditors: No direct impact mentioned, but a capital raise generally strengthens the company's financial position.

Next Steps

• Joshua Schecter is expected to join the Board of Directors following the closing of the offering.
• The Issuer is required to file a registration statement with the SEC no later than 45 days after November 28, 2025 (by January 12, 2026).
• The Issuer must use commercially reasonable efforts to have the registration statement declared effective within 30 calendar days (or 75 days if reviewed by the SEC) following the filing deadline.
• Common Warrants will become exercisable 180 days after the closing date (approximately late July 2026).
• The Reporting Persons may engage in further actions regarding their investment, including discussions with management/Board, stockholders, or third parties, and proposing changes to capital allocation, ownership structure, or operations.

Key Dates

Recommendation

The filing indicates a significant strategic investment by an activist investor, Bradley L. Radoff, and the Radoff Family Foundation, who now collectively own 9.1% of Barnwell Industries. The intent to seek a board seat and potentially influence strategic direction suggests a belief in the company's underlying value and a desire to unlock it. While the private placement provides capital, it also introduces dilution. The future actions of the Reporting Persons, including potential proposals for capital allocation or ownership structure changes, could be catalysts for value creation. However, without specific details on the proposed strategic changes or the company's current financial performance, a 'hold' recommendation is appropriate, advising investors to monitor the integration of the new director and any subsequent strategic announcements before making further investment decisions.

Keywords

Barnwell Industries, Schedule 13D, Private Placement, Shareholder Activism, Board Appointment, Common Stock, Warrants, Investment, Equity Raise, Corporate Governance