06/29/2026 | Press release | Distributed by Public on 06/29/2026 05:22
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 22, 2026 Barrel Energy, Inc. (the "Company") filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Designation - After Issuance of Class or Series (the "Corrective Amendment") relating to the Company's 5,000,000 shares of Series A Preferred Stock.
The designation of the Series A Preferred Stock was intended to be effective as of February 5, 2025. Section 1.1 of the Company's Stock Purchase Agreement and other corporate records provide that each share of Series A Preferred Stock was intended to be convertible into 1,000 shares of the Company's common stock, representing a conversion ratio of 1:1,
The Nevada designation reflected that each share of Series A Preferred Stock has 1,000 voting rights. However, the corresponding 1:1,000 conversion provision was inadvertently omitted from the state filing. The Company's Board of Directors determined that the omission was an administrative error and approved the Corrective Amendment to conform the Company's public charter records to the terms previously approved and documented in the Company's Stock Purchase Agreement and corporate records.
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"Each one (1) share of Series A Preferred Stock shall be convertible into one thousand (1,000) shares of the Company's common stock, representing a conversion ratio of 1:1,000." |
The Corrective Amendment does not alter the previously documented provision that each share of Series A Preferred Stock has 1,000 voting rights. At the stated conversion ratio, the 5,000,000 Series A Preferred Shares represent an aggregate of 5,000,000,000 shares of common stock upon conversion. The issuance of common stock upon any conversion remains subject to the terms of the Corrective Amendment, the availability of authorized and unissued shares, and applicable law.
The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Corrective Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.