{"url_path":"/sec/cik-0001631463/8-k/2026-08-11/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1631463/0001477932-26-004883-index.html","accession_number":"0001477932-26-004883","cik":"0001631463","ticker":null,"issuer_name":"Barrel Energy Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1631463/0001477932-26-004883-index.html","primary_entity_key":"0001631463","primary_entity_name":"Barrel Energy Inc."},"word_count":285,"has_tables":true,"body_markdown":"**Item 3.02. Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. In connection with the Transaction Documents, the Company issued or agreed to issue to the Investor: (i) the Note; (ii) 44,860,348 shares of common stock and the Pre-Funded Warrant to purchase up to 5,139,652 shares of common stock in connection with the Note financing; (iii) 5,000,000 commitment shares under the Equity Purchase Agreement; and (iv) such additional shares of common stock as may become issuable upon an Event of Default and conversion of the Note, exercise of the Pre-Funded Warrant, drawdowns under the Equity Purchase Agreement or adjustments under the Transaction Documents. The number of shares that may be issued upon conversion or future drawdowns cannot be determined at this time because the applicable number depends upon future market prices and the other terms of the Transaction Documents.\n\n \n\n \n\n3\n\n \n\n \n\nThe securities were offered and sold, or will be offered and sold, to the Investor, which represented that it is an accredited investor, in transactions intended to be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D. The Company did not register the offer or sale of the securities under the Securities Act, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from registration. At the Note closing on August 5, 2026, the Company received gross cash proceeds of $135,000 and net cash proceeds of $125,000 and may receive additional proceeds from future drawdowns under the Equity Purchase Agreement and exercises of the Pre-Funded Warrant, if any."}