Item 3.03 Material Modification to Rights of Security Holders.

On January 25, 2023, Barnwell Industries, Inc. (the "Company") and Broadridge Corporate Issuer Solutions, Inc., as rights agent (the "Rights Agent"), entered into an Amendment No. 1 (the "Amendment") to the Tax Benefits Preservation Plan, dated as of October 17, 2022, by and between the Company and the Rights Agent (the "Rights Agreement") filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 17, 2022.

The Amendment accelerates the expiration of the Company's rights (the "Rights") under the Rights Agreement to January 25, 2023. Consequently, the Rights Agreement terminated on that date. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company's common stock pursuant to the Rights Agreement expired.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 to this report.




Item 8.01 Other Events.

On January 23, 2023, the Company issued a press release announcing, among other things, the termination of the Rights Agreement. A copy of the press release is attached as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2023.

Item 9.01 Financial Statements and Exhibits.





(d)     Exhibits

Exhibit No.  Description

4.1          Amendment No. 1 to Tax Benefits Preservation Plan, dated as of
             October 17, 2022, by and between Barnwell Industries, Inc. and
             Broadridge Corporate Issuer Solutions, Inc., as Rights Agent

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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