1 unchanged sentence
Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.
−Removed: There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, except for the item listed below.
+Added: There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, except for the items listed below.
Entity-Wide Risks
−Removed: Actions of activist stockholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition and/or share price.
−Removed: Our Board of Directors and management team value constructive input from investors and are committed to acting in the best interests of all our stockholders.
−Removed: However, activist stockholders who disagree with the composition of the Board of Directors, our strategy, or the way the Company is managed may seek to effect change through various strategies and channels, such as through commencing a proxy contest, making public statements critical of our performance or business or engaging in other similar activities.
−Removed: Responding to such actions by activist investors can be costly and time-consuming, disruptive to our operations and divert the attention of management, our Board of Directors and our employees, and our ability to execute our strategic plan also could be impaired as a result.
−Removed: In January 2023, the Company entered into a cooperation and support agreement (the “Cooperation Agreement”) with Alexander C.
−Removed: Kinzler , the Company’s then CEO and President in his capacity as a stockholder , Ned L.
−Removed: Sherwood and certain entities affiliated with Mr.
−Removed: Sherwood, with respect to a potential proxy contest at our 2023 annual meeting of stockholders.
−Removed: Under the terms of the Cooperation Agreement, Mr.
−Removed: Sherwood and his affiliated entities agreed to limit their beneficial and economic ownership of the Company to 28% of the outstanding common stock of the Company for the first 12 months of the agreement and 30% for the second 12-month period.
−Removed: The Cooperation Agreement expired in early February 2025.
−Removed: In both private and public communications, both before and after the expiration of the Cooperation Agreement, Mr.
−Removed: Sherwood has made certain proposals regarding the composition of the Board and the Company’s management team.
−Removed: He also has indicated, through public and private communications, that he intends to nominate a group of candidates to stand for election at the Company’s next annual meeting of stockholders.
−Removed: In connection with the pending termination of the Cooperation Agreement, in late 2024, our Board authorized the creation of an ad hoc special committee of the Board for the purpose of considering various matters relating to the pending expiration of the Cooperation Agreement and a possible proxy contest or other actions initiated by Mr.
−Removed: Sherwood and his affiliated entities.
−Removed: We have been required to retain the services of various professionals to advise us on matters relating to Mr.
−Removed: Sherwood, including legal and financial advisors.
−Removed: In the event of a proxy contest, we could be required to incur substantially increased legal, public relations and other advisory fees and proxy solicitation expenses.
−Removed: In addition, perceived uncertainties as to our future direction, strategy or leadership created as a consequence may result in the loss of potential business opportunities, harm our ability to attract new or retain existing directors and employees, disrupt relationships with the Company, and the market price of our common stock could also experience periods of increased volatility as a result.
+Added: Continued actions by an activist shareholder have had, and are expected to continue to have, a significant negative impact on our ability to execute our business strategies and have had, and are expected to continue to have, an adverse affect on our results of operations and financial condition.
+Added: In March 2025, Ned L.
+Added: Sherwood (“Sherwood”) and certain of his affiliates (collectively, the “Sherwood Group”) commenced a consent solicitation of Barnwell’s shareholders for the primary purpose of removing all of the current directors on Barnwell’s Board of Directors and replacing them with individuals proposed by the Sherwood Group.
+Added: In addition, the Sherwood Group has filed a proxy statement with the Securities and Exchange Commission for the purpose of soliciting proxies from the Company’s shareholders to vote their shares of Barnwell’s common stock at the Company’s 2025 annual meeting of shareholders in favor of a slate of directors proposed by the Sherwood Group.
+Added: The Company recommended that shareholders not provide their consent to remove the current Barnwell directors, and, with respect the proxy consent, in March 2025, the Company commenced a lawsuit against the Sherwood Group in the Delaware Chancery Court, seeking, among other remedies, declaratory judgment that the Sherwood Group’s purported advance notice with respect to the nomination of directors at the 2025 annual meeting of shareholders was invalid and injunctive relief to enjoin the Sherwood Group from presenting its slate of nominees at the 2025 annual meeting due to the failure of the Sherwood Group to comply with the advance notice provisions of the Company’s bylaws.
+Added: In response to the actions of the Sherwood Group, the Board of Directors appointed an Executive Committee comprised of Messrs.
+Added: Kinzler, Grossman and Horowitz and this Executive Committee retained the services of various professionals, including attorneys, proxy solicitors, proxy advisors, and public relations and financial advisors.
+Added: We have incurred substantial legal, public relations and other advisory fees and proxy solicitation expenses, both pre and post our most recent balance sheet date, March 31, 2025, and we currently expect those costs and expenses to continue.
+Added: In addition, continuing perceived uncertainties as to our future direction, strategy or leadership created as a consequence may result in the loss of potential business opportunities, harm our ability to attract new or retain existing directors and employees, disrupt relationships with the Company, and the market price of our common stock could also experience periods of increased volatility as a result.
+Added: The Company faces issues that could impair our ability to continue as a going concern in the future.
+Added: Our ability to sustain our business in the future will depend on sufficient oil and natural gas operating cash flows, which are highly sensitive to potentially volatile oil and natural gas prices, timely repayment of the note receivable from the buyers of our contract drilling segment, and the amount and timing of costs incurred related to the shareholder consent solicitation and ongoing proxy contest.
+Added: sufficient level of such cash inflows are necessary to fund discretionary oil and natural gas capital expenditures, which must be economically successful to provide sufficient returns to grow reserves and production or at a minimum replace declining production from aging wells.
+Added: Such a level of oil and natural gas capital expenditures may require funding from external debt or equity sources that are not currently in place, but those sources may not be feasible or sufficient.
+Added: In addition, we will need sufficient cash flows to fund our non-discretionary outflows such as oil and natural gas asset retirement obligations and ongoing operating and general and administrative expenses.
+Added: Due to the recent shareholder consent solicitation and the ongoing proxy contest costs incurred and anticipated to be incurred and the impacts of recently imposed tariffs which have caused a reduction in oil prices and have had an impact on the U.S.
+Added: economy as a whole, we now face a greater uncertainty about our future operating cash inflows, which in turn limits our ability to make the required discretionary cash outflows for the capital expenditures necessary to convert our proved undeveloped reserves to proved developed reserves.
+Added: Furthermore, because of the greater uncertainty about our cash inflows, there is substantial doubt about our ability to fund our non-discretionary cash outflows and thus substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.