Business Context and Reporting Period
Company: New Concept Energy, Inc. (GBR)
Filing Type: Form 8-K (Current Report)
Date of Report: April 13, 2026
Reporting Period: Event date April 13, 2026; Signed April 14, 2026
Business Overview: The Company is a Nevada corporation with principal executive offices in Dallas, Texas. Its common stock trades on the NYSE American under the symbol GBR.
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding a material definitive agreement and does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for these financial indicators.
Material Changes and Transaction Details
The Company entered into a Subscription Agreement and Letter of Investment Intent with Realty Advisors, Inc. (the "Investor"). Key terms include:
- Transaction: Proposed acquisition of 2,000,000 shares of Common Stock.
- Price: At least $1.00 per share in cash.
- Investor Status: Realty Advisors, Inc. currently holds at least 400,000 shares, shares a common director with the Company, and may be deemed a "Related Party." Upon consummation, the Investor will be an "Affiliate."
- Change of Control: The transaction is deemed to result in a change of control of the Company.
- Regulatory Basis: The issuance is proposed under Section 4(2) of the Securities Act of 1933 as unregistered "restricted securities."
Guidance, Outlook, Risks, and Contingencies
Conditions Precedent: The transaction cannot be completed until two conditions are met:
- Approval by current stockholders via a majority vote at a meeting with a quorum (required by NYSE American rules for issuances of 20% or more of outstanding shares).
- Approval of an Additional Listing Application by the NYSE American Exchange.
Timeline: The Company is preparing proxy materials for submission to the SEC, with a target stockholder meeting before the end of the second quarter of 2026.
Risks and Uncertainties: The filing explicitly states that no assurance can be given that stockholders will approve the issuance or that the NYSE American Exchange will approve the listing application.
Investor Verification Checklist
- Verify the outcome of the upcoming stockholder vote regarding the issuance of 2,000,000 shares.
- Confirm whether the NYSE American Exchange approves the Additional Listing Application.
- Monitor the filing of proxy materials with the SEC for details on the proposed meeting.
- Assess the impact of the potential change in control on the Company's strategic direction.
- Review the relationship between New Concept Energy, Inc. and Realty Advisors, Inc. for potential conflicts of interest given the shared director and related party status.