How much cash will New Concept Energy (GBR) receive from the new share issuance?

If the transaction closes as described, New Concept Energy will receive $2,000,000 in cash, based on issuing 2,000,000 common shares to Realty Advisors, Inc. at $1.00 per share, to increase stockholders’ equity.

What were the shareholder vote results on the 2,000,000-share issuance for GBR?

For the proposal to issue 2,000,000 new common shares to Realty Advisors, Inc., stockholders cast 1,872,051 votes FOR, 128,492 AGAINST, and 120 ABSTAINING. There were no broker non-votes, and the proposal was approved.

New Concept Energy OKs $2M RAI stake, change in control

Q: What equity transaction did New Concept Energy (GBR) approve with Realty Advisors, Inc.?

Stockholders approved issuing 2,000,000 new common shares to Realty Advisors, Inc. at $1.00 per share in cash, in an unregistered private placement relying on Section 4(2) of the Securities Act, subject to NYSE American approval of an additional listing for these shares.

Q: How will the Realty Advisors, Inc. investment affect control of New Concept Energy (GBR)?

After issuance of the 2,000,000 new shares, Realty Advisors, Inc. will hold 2,400,000 of 7,131,935 outstanding shares, or about 33.65%. The company states this will be deemed a change in control when the additional shares are issued.

Q: What other proposals were approved at New Concept Energy’s August 21, 2026 annual meeting?

Stockholders re-elected all director nominees and ratified Turner Stone & Company LLP as independent registered public accounting firm, with 2,591,191 votes FOR, 82,659 AGAINST, and 23 ABSTAINING on the auditor ratification proposal.

Q: What were the outstanding voting securities for New Concept Energy (GBR) at the 2026 record date?

As of the June 19, 2026 record date, there were 5,131,934 shares of common stock and 559 shares of Series B preferred stock outstanding, each share entitled to one vote for matters presented at the August 21, 2026 annual meeting.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

New Concept Energy, Inc. (GBR) reported stockholder approval of an unregistered issuance of up to 2,000,000 shares of common stock to Realty Advisors, Inc. (RAI) at $1.00 per share in cash under a Subscription Agreement, relying on the Section 4(2) exemption under the Securities Act.

The issuance remains subject to NYSE American approval of an additional listing application for the 2,000,000 new shares. Once approved and issued, the Company will receive $2,000,000 in cash and RAI will hold 2,400,000 shares out of 7,131,935 shares outstanding, or about 33.65%, which the Company states will constitute a change in control.

RAI currently owns 400,000 shares, or 7.79%. At the August 21, 2026 annual meeting, all incumbent directors were re-elected, the appointment of Turner Stone & Company LLP as auditor was ratified, and the share issuance proposal passed with 1,872,051 votes for and 128,492 against.

Insights

Analyzing...

8-K Event Classification

3 items: 3.02, 5.01, 5.07

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Unregistered common shares to be issued to RAI: 2,000,000 shares Purchase price per share: $1.00 per share Aggregate cash proceeds: $2,000,000 +5 more

8 metrics

Unregistered common shares to be issued to RAI 2,000,000 shares Size of private issuance approved by stockholders, subject to NYSE American listing approval

Purchase price per share $1.00 per share Cash consideration RAI will pay for each new common share

Aggregate cash proceeds $2,000,000 Total cash to the company if 2,000,000 shares are issued at $1.00 per share

RAI ownership before transaction 400,000 shares (7.79%) RAI’s existing common stock position prior to new issuance

RAI ownership after transaction 2,400,000 of 7,131,935 shares (approximately 33.65%) Stated post-issuance ownership and total outstanding shares when additional shares are issued

Votes for share issuance proposal 1,872,051 FOR vs. 128,492 AGAINST Stockholder vote on approving the 2,000,000-share issuance to RAI

Shares outstanding on record date 5,131,934 common; 559 Series B preferred Voting securities outstanding as of June 19, 2026 record date

Quorum shares present 2,673,873 shares Shares represented in person or by proxy at the annual meeting

Key Terms

Unregistered Sales of Equity Securities, Section 4(2) of the Securities Act of 1933, change in control, Affiliate, +2 more

6 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02. Unregistered Sales of Equity Securities New Concept Energy, Inc."

Section 4(2) of the Securities Act of 1933 regulatory

"issuance of up to 2,000,000 shares of Common Stock... based upon the exemption afforded by Section 4(2)"

change in control financial

"a change in control of the Company will be deemed to occur when the additional shares are issued"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Affiliate regulatory

"will be an “Affiliate” ( as defined in Rule 405 under the Securities Act of 1933, as amended)"

additional listing application market

"the Company will submit an additional listing application to the NYSE American Exchange"

broker non-votes financial

"the following named persons received the number of votes... (broker non-votes were not reported)"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

What equity transaction did New Concept Energy (GBR) approve with Realty Advisors, Inc.?

Stockholders approved issuing 2,000,000 new common shares to Realty Advisors, Inc. at $1.00 per share in cash, in an unregistered private placement relying on Section 4(2) of the Securities Act, subject to NYSE American approval of an additional listing for these shares.

How will the Realty Advisors, Inc. investment affect control of New Concept Energy (GBR)?

After issuance of the 2,000,000 new shares, Realty Advisors, Inc. will hold 2,400,000 of 7,131,935 outstanding shares, or about 33.65%. The company states this will be deemed a change in control when the additional shares are issued.

What other proposals were approved at New Concept Energy’s August 21, 2026 annual meeting?

Stockholders re-elected all director nominees and ratified Turner Stone & Company LLP as independent registered public accounting firm, with 2,591,191 votes FOR, 82,659 AGAINST, and 23 ABSTAINING on the auditor ratification proposal.

What were the outstanding voting securities for New Concept Energy (GBR) at the 2026 record date?

As of the June 19, 2026 record date, there were 5,131,934 shares of common stock and 559 shares of Series B preferred stock outstanding, each share entitled to one vote for matters presented at the August 21, 2026 annual meeting.

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Available on EDGAR 08/24/2026 - 01:07 PM Accepted by SEC EDGAR 08/24/2026 - 01:07 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of earliest event reported):

August 21, 2026

NEW CONCEPT ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-08187	75-2399477
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)


1603 LBJ Freeway, Suite 300, Dallas, Texas		75234
(Address of principal executive offices)		(Zip Code)

Registrants telephone number, including area code

972-407-8400

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 30.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange on which Registered

Common Stock, par value $0.01

GBR

NYSE American

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Section 3 – Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities

New Concept Energy, Inc., a Nevada corporation (the “Company” or “Registrant” or the “Issuer”), and Realty Advisors, Inc., a Nevada corporation (the “Investor” or “RAI”), entered into a Subscription Agreement and Letter of Investment Intent, dated April 13, 2026 (the “Subscription Agreement”), pursuant to which, the Investor agreed to acquire 2,000,000 shares of Common Stock at a price of at least $1.00 per share in cash. The Investor acknowledged and agreed that its acquisition could not and would not be completed until the current stockholders of the Company approved the issuance by a vote of the majority at a meeting at which a quorum was present in person or by proxy, as the rules of the NYSE American Company Guide required same as a prerequisite to approval of an additional listing application covering such additional shares. On August 21, 2026, at the recessed Annual Meeting of Stockholders of the Company, called to be held following a solicitation of proxies pursuant to a Notice of Annual Meeting and related Proxy Statement, each dated June 22, 2026, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), approved the proposed issuance of up to 2,000,000 shares of Common Stock of the Company, without registration, based upon the exemption afforded by Section 4(2) of the Securities Act of 1933, as amended.

Following such Meeting and certification of the votes thereat, the Company will submit an additional listing application to the NYSE American Exchange, seeking approval of 2,000,000 additional shares to be listed on such exchange. Assuming approval is granted by the NYSE American Exchange of the additional listing application, the Company will issue 2,000,000 shares of its Common Stock to RAI in exchange for $1.00 per share in cash (an aggregate of $2,000,000).

Section 5 – Corporate Governance and Management

Item 5.01. Changes in Control of the Company

RAI is currently the holder of 400,000 shares of Common Stock of the Company (7.79% of the outstanding shares), may be deemed to be a “Related Party” for accounting purposes and, upon consummation of the transaction described in item 3.02 above and receipt of 2,000,000 newly issued shares of Common Stock, will be an “Affiliate” ( as defined in Rule 405 under the Securities Act of 1933, as amended). Upon consummation of the transaction described in item 3.02, which will result in the issuance of 2,000,000 shares to RAI, a change in control of the Company will be deemed to occur when the additional shares are issued. When the additional shares are issued, RAI will own 2,400,000 shares out of the then total outstanding of 7,131,935 shares of Common Stock (approximately 33.65%).

RAI is a Nevada corporation, organized by Articles of Incorporation filed with the Secretary of State of Nevada on May 4, 1990; its sole stockholder is May Realty Holdings, Inc., a Nevada corporation (“MRHI”), which, in turn, is owned by a trust established for the benefit of the children of Gene E. Phillips, known as the “May Trust.” The sole director of both RAI and MRHI is Mickey Ned Phillips, and the officers of each entity are Erik L. Johnson, President, Gina H. Kay, Vice President and Treasurer, and Louis J. Corna, Vice President and Secretary. All of the officers and directors of RAI and MRHI are U. S. citizens. According to RAI, if the transaction described in item 3.02 above is consummated, the funds necessary to consummate such transaction, at least $2,000,000, will come from the working capital of RAI. The basis of the deemed change of control will be the issuance of the additional shares of Common Stock to RAI.

No arrangement or understandings among members of any prior group in control of the Company and RAI presently exist with respect to election of directors or any other matter. RAI has advised that there are no arrangements, including any pledge by any person of securities of the Registrant, which may, at a subsequent date, result in a future change in control of the Registrant.

Item 5.07. Submission of Matters to a Vote of Security Holders

On August 21, 2026, the recessed Annual Meeting of Stockholders of the Company was called to be held following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, each dated June 22, 2026, distributed in accordance with the requirements of Regulation 14A under the Exchange Act. On the record date of June 19, 2026, a total of 5,131,934 shares of Common Stock and 559 shares of Series B Preferred Stock were outstanding, with each share entitled to one vote.

At the meeting, proxies representing 2,673,873 shares appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that of the 5,131,934 outstanding shares of Common Stock, 3,967,903 shares are held in CEDE accounts.

At the Annual Meeting, which involved the election of directors, the following named persons received the number of votes cast for, against or withheld, as well as the number of abstentions, (broker non-votes were not reported):

Name	# Votes For	# Votes Withheld	# Votes Abstained	Broker Non-votes

Gene S. Bertcher	1,937,298	63,348	0	0

Richard W. Humphrey	1,892,412	108,234	0	0

Dan Locklear	1,941,607	59,039	0	0

Cecelia Maynard	1,917,310	83,336	0	0

Robert C. Canham II	1,939,297	61,349	0	0

All of the nominees named above, each of which is currently a director of the Company, were elected at such Annual Meeting.

The second matter presented at the Annual Meeting was the ratification of the appointment of Turner Stone & Company LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, and any interim period. A total of 2,591,191 votes were cast FOR, 82,659 votes were cast AGAINST, and 23 votes were ABSTAINED from voting with respect to such proposal. There were no broker non-votes. On the basis of such votes, the second proposal was approved.

The final matter presented at the Annual Meeting was approval of the issuance of 2,000,000 new shares of Common Stock, par value $0.01 per share, to RAI for cash to increase stockholders’ equity. A total of 1,872,051 votes were cast FOR, 128,492 votes were cast AGAINST, and 120 votes were ABSTAINED from voting with respect to such proposal. There were no broker non-votes. On the basis of such votes, the third proposal was approved.

The Annual Meeting of the Board of Directors was held later on the same day, August 21, 2026. At such meeting, Gene S. Bertcher was reelected Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: August 24, 2026

	NEW CONCEPT ENERGY, INC.


	By:	/s/ Gene S. Bertcher
		Gene S. Bertcher, Chairman of the Board,
		President, Chief Executive Officer and
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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