Business Context and Reporting Period
This Form 8-K Current Report from New Concept Energy, Inc. (NYSE American: GBR) covers events occurring on August 21, 2026. The filing details the results of the Company's recessed Annual Meeting of Stockholders, specifically focusing on the approval of a private placement of equity securities and the election of directors.
Key Financial Metrics and Transaction Details
The filing does not report standard operating financial metrics such as revenue, profit, cash flow, or margins for a specific fiscal period. Instead, it reports on a specific capital transaction:
- Transaction Type: Unregistered sale of equity securities (Item 3.02).
- Investor: Realty Advisors, Inc. (RAI).
- Shares Issued: 2,000,000 shares of Common Stock.
- Price per Share: $1.00.
- Total Proceeds: $2,000,000 in cash.
- Post-Transaction Ownership: Upon issuance, RAI will hold 2,400,000 shares (including 400,000 pre-existing shares), representing approximately 33.65% of the total outstanding shares (7,131,935).
Material Changes Versus Prior Period
The primary material change reported is a Change in Control (Item 5.01). The issuance of the 2,000,000 new shares to RAI will result in RAI becoming an "Affiliate" and will be deemed a change in control of the Company. Additionally, the Company's capital structure will increase by 2,000,000 shares, and stockholders' equity will increase by $2,000,000 upon consummation.
Guidance, Outlook, and Corporate Governance
Management Commentary and Governance:
- Board Elections: All five incumbent directors (Gene S. Bertcher, Richard W. Humphrey, Dan Locklear, Cecelia Maynard, and Robert C. Canham II) were re-elected.
- Executive Roles: Gene S. Bertcher was re-elected as Chairman of the Board, President, CEO, and CFO.
- Auditor Ratification: Stockholders ratified the appointment of Turner Stone & Company LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Next Steps: The Company intends to submit an additional listing application to the NYSE American Exchange for the 2,000,000 new shares. Issuance is contingent upon this exchange approval.
Risks and Contingencies:
- The transaction is contingent on NYSE American Exchange approval of the additional listing application.
- The filing notes no arrangements exist that may result in a future change in control beyond the current transaction.
Important Facts for Investor Verification
- Verify the status of the NYSE American additional listing application for the 2,000,000 new shares, as issuance is contingent on this approval.
- Confirm the exact post-transaction share count and RAI's ownership percentage once the shares are officially issued.
- Review the Subscription Agreement dated April 13, 2026, for any covenants or restrictions associated with the $2,000,000 investment.
- Monitor future filings for the actual issuance date and the impact on the Company's cash position and working capital.