Current Report Filing (8-k)
December 06 2018 - 12:29PM
Edgar (US Regulatory)
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):
December
4, 2018
NEW CONCEPT ENERGY, INC.
(Exact Name of Registrant as
Specified in its Charter)
Nevada
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000-08187
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75-2399477
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(State or other
jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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1603 LBJ Freeway, Suite 750
Dallas, Texas
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75234
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(Address of principal executive offices)
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(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Section 3 – Securities and Trading
Markets
Item 3.02. Unregistered Sales of Equity
Securities
On December 4, 2018, New
Concept Energy, Inc., a Nevada corporation (the “
Company
” or “
Registrant
” or the “
Issuer
”),
issued share certificates for 3,000,000 shares of Common Stock to Realty Advisors, Inc., a Nevada corporation (the “
Investor
”
or “
RAI
”). Such 3,000,000 shares of Common Stock were issued pursuant to a Subscription Agreement and Letter
of Investment Intent, dated May 22, 2018 (the “
Subscription Agreement
”), which issuance was approved by the
stockholders of the Company at a meeting held on October 10, 2018, following the solicitation of proxies pursuant to a Notice of
Annual Meeting and related Proxy Statement, each dated September 4, 2018, distributed in accordance with the requirements of Regulation
14A under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), and following approval by the
NYSE American on October 29, 2018. The 3,000,000 shares of Common Stock of the Company were issued without registration, based
upon the exemption afforded by Section 4(2) of the Securities Act of 1933, as amended.
The Company received a
total of $4,500,000 in cash ($1.50 per share), which increased the capital stock account of the Company. The Company expects to
utilize the net proceeds from the sale to pay for existing trade payables and current liabilities from the Company’s activities
during 2018 and to fund the first development well in a four-well package at an estimated cost of $370,000 per well. The balance
of funds is expected to be utilized in the future to pay for possible future acquisitions and/or drilling of development wells
on acreage held by the Company and its subsidiaries. In the interim, the Company expects to invest such net proceeds and hold same
as working capital for the Company. See also Item 3.02 of Registrant’s Current Report on Form 8-K for event of October 10,
2018.
Section 5 – Corporate Governance and
Management
Item 5.01. Changes in Control of the Company
At the time of consummation
of the transaction described in Item 3.02 above involving the issuance of 3,000,000 newly issued shares of Common Stock, RAI held
60,000 shares of Common Stock of the Company, which increased the ownership held by RAI to 3,060,000 shares out of the new total
outstanding of 5,131,935 shares of Common Stock, which resulted in the technical change of control of the Company, as RAI now controls
approximately 59.6% of the outstanding shares of the Company.
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.
See also Item 5.01 included
in Registrant’s Current Report on Form 8-K for event of October 10, 2018, and see Schedule 13D for event occurring May 22,
2018, filed on behalf of RAI with the Securities and Exchange Commission.
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: December
5, 2018
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NEW CONCEPT ENERGY, INC.
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By:
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/s/ Gene S. Bertcher
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Gene S. Bertcher
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Chairman of the
Board, President, Chief
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Executive Officer and Chief Financial Officer
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