Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE ISSUED BY BARNWELL INDUSTRIES, INC., DATED JANUARY 15, 2020 - BARNWELL INDUSTRIES INC | p20-0004_ex991.htm |
|
|
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 13, 2020
BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware
|
1-5103
|
72-0496921
|
|
(State or other jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
1100 Alakea Street, Suite 2900
Honolulu, Hawaii 96813
(Address of Principal Executive Offices) (Zip Code)
(808) 531-8400
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock, $0.50 Par Value
|
|
BRN
|
|
NYSE American
|
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:
|
[ ]
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 13, 2020, Barnwell Industries, Inc. (the “Company”) received notification (the “Deficiency Letter”) from the NYSE American (the “NYSE American”)
that it is not in compliance with certain NYSE American continued listing standards relating to stockholders’ equity as of September 30, 2019. Specifically, the Deficiency Letter stated that the Company is not in compliance with Section 1003(a)(i)
(requiring stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years) and Section 1003(a)(ii) (requiring stockholders’ equity of $4.0 million or
more if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years). The Deficiency Letter noted that the Company had stockholders’ equity of $1.2 million as of September 30, 2019, and has
reported losses in fiscal years ended September 30, 2019, September 30, 2018 and September 30, 2016.
The Company is required to submit a plan to the NYSE American by February 12, 2020 advising of actions it has taken or will take to regain compliance with the continued listing
standards by July 13, 2021. The Company intends to submit a plan by the February 12, 2020 deadline. If the Company fails to submit a plan, or if the Company’s plan is not accepted or if the Company fails to regain compliance by the deadline, the NYSE
American may commence delisting procedures.
The Company’s common stock will continue to be listed on the NYSE American while it attempts to regain compliance with the listing standards noted, subject to the Company’s
compliance with other continued listing requirements. The Company’s common stock will continue to trade under the symbol “BRN,” but will have an added designation of “.BC” to indicate that the Company is not in compliance with the NYSE American’s
listing standards. The NYSE American notification does not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or cause an event of default under any of the Company’s
material agreements.
The Company issued a press release on January 15, 2020, announcing that it had received the notice of noncompliance. A copy of the press release is attached to this Current Report
on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
|
Press release issued by Barnwell Industries, Inc., dated January 15, 2020
|
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 15, 2020
|
BARNWELL INDUSTRIES, INC.
|
|||
|
By:
|
/s/ Russell M. Gifford
|
||
|
Name:
|
Russell M. Gifford
|
||
|
Title:
|
Executive Vice President and Chief Financial Officer
|
||
Exhibit Index
|
Exhibit No.
|
Description
|
|
Press release issued by Barnwell Industries, Inc., dated January 15, 2020
|