Current Report Filing (8-k)
June 21 2018 - 12:40PM
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): May 22, 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 300
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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 1 – Registrant’s Business
and Operations
Item 1.01. Entry into a Material Definitive
Agreement
On May 22, 2018, 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, pursuant to which, Realty Advisors, Inc.,
a Nevada corporation (the “
Investor
”), has agreed to acquire 3,000,000 shares of Common Stock at a price of
$1.50 per share in cash. The Investor has acknowledged and agreed that its acquisition 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 require same as a prerequisite to approval
of an additional listing application covering such additional shares.
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 in the early fall. No assurance can be given that the stockholders of the Company
will approve such issuance. The Investor is currently the holder of approximately 60,000 shares of Common Stock of the Company,
has one common officer 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 3,000,000 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:
June 19, 2018
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NEW CONCEPT ENERGY, INC.
By:
/s/ Gene S. Bertcher
Gene S. Bertcher, President and Chief
Financial Officer
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