New Concept Energy, Inc. 8-K

What Happened

• New Concept Energy, Inc. (GBR) filed an 8-K (Item 1.01) on April 14, 2026 to disclose a Subscription Agreement and Letter of Investment Intent with Realty Advisors, Inc. The Investor agreed to acquire 2,000,000 shares of the Company’s common stock for at least $1.00 per share in cash.
• The sale cannot close until the Company’s current stockholders approve the issuance by majority vote at a properly convened meeting and the NYSE American approves listing the additional 2,000,000 shares. The Company is preparing proxy materials for SEC submission and aims to hold a shareholder meeting before the end of the second quarter.

Key Details

• Shares offered: 2,000,000 common shares at a price of at least $1.00 per share.
• Investor position: Realty Advisors currently holds at least 400,000 shares and shares one common director with the Company.
• Approvals required: (1) majority stockholder approval (as required for issuances ≥20% or that cause a change of control under NYSE American rules) and (2) NYSE American approval of an additional listing application.
• Corporate status: Realty Advisors may be a “Related Party” for accounting purposes and would be an “Affiliate” if the transaction closes; issuance would effect a change in control upon issuance.

Why It Matters

• For investors, this is a potential equity dilution event — 2,000,000 new shares at $1.00+ could materially increase the Company’s shares outstanding if approved and listed.
• The deal is conditional: shareholder and NYSE approvals are required, and the company cautioned there is no assurance either will be granted. Until approvals occur, the transaction is not final and financial/ownership impacts remain uncertain.