Barrel Energy Inc. (BRLLD) filed a Form 8K - Unregistered Sales of Equity - with the U.S Securities and Exchange Commission on July 06, 2026.
On July 2, 2026, Barrel Energy, Inc. (the "Company") effected the conversion of an aggregate of 750,000 shares of the Company's Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), into an aggregate of 750,000,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), pursuant to the conversion terms of the Series A Preferred Stock.
The conversions were made at the stated conversion ratio of one (1) share of Series A Preferred Stock for one thousand (1,000) shares of Common Stock. The conversion terms are set forth in the Company's Certificate of Amendment to Designation - After Issuance of Class or Series relating to the Series A Preferred Stock, which was filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2026 and is incorporated herein by reference.
The converting holders, each of whom is an officer, director and greater-than-ten-percent beneficial owner of the Company, were as follows:
Holder
Series A Preferred Shares Converted
Common Shares Issued
Series A Preferred Shares Remaining
James Jarmin Kaltsas
250,000
250,000,000
1,000,000
Alfreddie Johnson
250,000
250,000,000
1,000,000
Willis Jerome Pumphrey Jr.
250,000
250,000,000
1,000,000
Immediately before the conversions, the Company had 2,144,622 shares of Common Stock and 5,000,000 shares of Series A Preferred Stock issued and outstanding. Following the conversions, the Company had 752,144,622 shares of Common Stock and 4,250,000 shares of Series A Preferred Stock issued and outstanding.
The 750,000,000 shares of Common Stock were issued upon the surrender and cancellation of the 750,000 shares of Series A Preferred Stock. The Company received no cash proceeds from the conversions, and no underwriter, placement agent, broker or other person received any commission or other remuneration for soliciting the conversions.
The Company relied upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, because the Common Stock was issued by the Company exclusively to existing holders of securities of the Company in exchange for such securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.
The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1631463/000147793226004183/brll_8k.htm
Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1631463/000147793226004183/0001477932-26-004183-index.htm
Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.