New Concept Energy sets deal for 2M new shares

New Concept Energy, Inc. entered into an agreement for Realty Advisors, Inc. to acquire up to 2,000,000 shares of common stock at a cash price of at least $1.00 per share in a private, unregistered transaction.

Rhea-AI Filing Summary

New Concept Energy, Inc. entered into an agreement for Realty Advisors, Inc. to acquire up to 2,000,000 shares of common stock at a cash price of at least $1.00 per share in a private, unregistered transaction. Closing depends on stockholder approval and NYSE American listing approval.

The company plans to seek a majority stockholder vote at a meeting targeted before the end of the second quarter, and to file related proxy materials with the SEC. The investor already holds at least 400,000 shares, is considered a related party, and will become an affiliate if the deal closes. Issuance of the new shares will cause a deemed change in control, and the shares will be issued as restricted securities under a Section 4(2) exemption.

Insights

Capital structure & governance analyst

New Concept Energy discloses a conditional related-party share issuance that would shift control.

The company agreed that Realty Advisors, Inc. may purchase up to 2,000,000 common shares at a price of at least $1.00 per share in cash, using an unregistered private placement structure under Section 4(2). The investor already owns at least 400,000 shares and shares a common director with the company, so it may be treated as a related party and will become an affiliate if the deal closes.

Completion is expressly conditioned on majority stockholder approval at a quorate meeting and NYSE American approval to list the additional 2,000,000 shares. The company is preparing proxy materials for a meeting targeted before the end of the second quarter. Because the transaction will trigger a deemed change in control upon issuance, stockholder voting outcomes and exchange decisions will determine whether this new control structure and the associated equity issuance proceed.

8-K Event Classification

2 items: 1.01, 3.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Key Figures

Shares to be issued: 2,000,000 shares Minimum share price: $1.00 per share Current investor holdings: at least 400,000 shares

3 metrics

Shares to be issued 2,000,000 shares Maximum common shares under Subscription Agreement

Minimum share price $1.00 per share Cash purchase price for new common stock

Current investor holdings at least 400,000 shares Common stock already held by Realty Advisors, Inc.

Key Terms

Material Definitive Agreement, Section 4(2) of the Securities Act of 1933, restricted securities, change in control, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement On April 13, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

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

"without registration, based upon the exemption afforded by Section 4(2) of the Securities Act of 1933"

restricted securities financial

"If such shares are issued, the shares will be “restricted securities.”"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

change in control financial

"If the transaction is consummated, a change in control of the Company will be deemed to occur"

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.

Related Party financial

"may be deemed to be a “Related Party” for accounting purposes"

A related party is a person or organization with close ties to a company — for example major shareholders, board members, executives, their family, or businesses they control — that can influence decisions or enter into transactions with the company. Investors watch related‑party dealings because they can create conflicts of interest or non‑market terms that affect fairness, the company’s finances and transparency; think of it like buying or selling something to a family member rather than on the open market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transaction did New Concept Energy (GBR) announce in this 8-K?

New Concept Energy agreed to sell up to 2,000,000 new common shares. Realty Advisors, Inc. may acquire these shares for at least $1.00 per share in cash under a Subscription Agreement, using an unregistered private placement structure relying on Section 4(2) of the Securities Act.

What conditions must be met before Realty Advisors can buy the 2,000,000 GBR shares?

The share purchase cannot close until key approvals are obtained. A majority of existing stockholders must approve the issuance at a properly convened meeting, and NYSE American must approve listing of the additional 2,000,000 shares under its Company Guide requirements.

How will this transaction affect control of New Concept Energy (GBR) if completed?

The company states a change in control will be deemed to occur. When the additional shares are issued, Realty Advisors, Inc., already owning at least 400,000 shares, will become an affiliate, and the new ownership level will trigger a deemed change in control of the company.

Is the New Concept Energy share issuance registered with the SEC?

No, the proposed share issuance is unregistered. The company plans to issue up to 2,000,000 common shares as “restricted securities” in reliance on the Section 4(2) exemption from registration under the Securities Act of 1933, as described in the agreement.

Why does New Concept Energy need a stockholder vote for this share issuance?

NYSE American rules require stockholder approval for large issuances. The company notes that issuing 20% or more of currently outstanding shares, or an issuance causing a change in control, must be submitted to stockholders for approval as a condition to NYSE American’s additional listing approval.

What relationship exists between New Concept Energy and Realty Advisors, Inc. in this deal?

Realty Advisors is already a significant, related investor. It holds at least 400,000 New Concept Energy common shares, shares one common director with the company, may be considered a related party for accounting purposes, and will be an affiliate if the 2,000,000-share transaction is consummated.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/14/2026 - 04:01 PM Learn about SEC filing dates

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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): April 13, 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)

Registrant’s telephone number, including area code 972-407-8400

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 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On April 13, 2026, New Concept Energy, Inc., a Nevada corporation (the “Company” or “GBR” or the “Issuer”), and an Investor entered into a Subscription Agreement and Letter of Investment Intent (the ”Agreement”), pursuant to which, Realty Advisors, Inc., a Nevada corporation (the “Investor”), has agreed to acquire 2,000,000 shares of Common Stock at a price of at least $1.00 per share in cash. The Investor has acknowledged and agreed that its acquisition cannot and will not be completed until (a) the current stockholders of the Company have approved the issuance by a vote of the majority of such shares at a meeting at which a quorum is present in person or by proxy, as the rules of the NYSE American Company Guide require same as a prerequisite to approval of an additional listing application covering such additional shares, and (b) the NYSE American Exchange has approved for listing the additional 2,000,000 Shares covered by the Agreement.

As long as the Common Stock of the Company is listed on the NYSE American, any proposed issuance of shares of 20% or more of the current issued and outstanding shares or which would result in a change of control of the entity must be submitted to stockholders for approval. The Company is in the process of preparing proxy materials for submission to the Securities and Exchange Commission (the “SEC”) for a stockholder’s meeting, hopefully before the end of the second quarter. No assurance can be given that the stockholders of the Company will approve such issuance or that the NYSE American Exchange will approve the Additional Listing Application. The Investor is currently the holder of at least 400,000 shares of Common Stock of the Company, has one common director with the Company, may be deemed to be a “Related Party” for accounting purposes and, if the transaction is consummated, will be an “Affiliate” (as defined in Rule 405 under the Securities Act of 1933, as amended). If the transaction is consummated, a change in control of the Company will be deemed to occur when the additional shares are issued.

Item 3.02. Unregistered Sales of Equity Securities

See Item 1.01 above for a description of an agreement covering 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. If such shares are issued, the shares will be “restricted securities.” The Agreement specifically provides an acknowledgment by the Investor that its acquisition of shares cannot and will not be completed until the current stockholders of the Company have approved the issuance by a vote of the majority of such shares at a meeting at which a quorum is present in person or by proxy, as the rules of the NYSE American Company Guide [Section 7.13] require same as a prerequisite to approval of an additional listing application covering such shares.

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: April 14, 2026

	NEW CONCEPT ENERGY, INC.
	By:	/s/ Gene S. Bertcher
		Gene S. Bertcher, President and Chief
		Executive and Financial Officer

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB