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New Concept Energy Inc. SEC filings document the reporting obligations of a Nevada corporation whose business includes West Virginia real estate ownership and management services for a third-party oil and gas company. Its Form 8-K filings furnish operating results, financial condition updates and related exhibits tied to quarterly and annual announcements.
The filing record also includes material definitive agreement disclosures, definitive proxy materials and stockholder-vote reports. These documents cover governance matters, annual meeting proposals, board elections, common stock and Series B preferred stock voting information, capital-structure items, and exchange-listing related share issuance matters.
New Concept Energy, Inc. is asking stockholders to approve the issuance of 2,000,000 shares of Common Stock to Realty Advisors, Inc., subject to stockholder and NYSE American approval. The Company says the sale would be at not less than $1.00 per share for total consideration of $2,000,000.
The proposal would increase shares outstanding from 5,131,934 to 7,131,934 on a pro forma basis and the Company states the new shares would represent approximately 28% of issued and outstanding shares; the filing also states Realty Advisors would hold roughly 33.65% of the common stock when combined with its existing 400,000-share position. The issuance is presented as a step to address NYSE American listing requirements and as potential funding for future acquisitions.
New Concept Energy, Inc. reported a first quarter 2026 net loss from continuing operations of $14,000, an improvement from a net loss of $20,000 for the same period in 2025.
Revenue for the three months ended March 31, 2026 was $39,000, up slightly from $38,000 a year earlier, consisting of $26,000 in rental income and $13,000 in management fees. Corporate general and administrative expenses declined to $77,000 from $89,000, helping reduce the loss, while basic and diluted net loss per common share remained at $(0.01).
New Concept Energy, Inc. reported a small net loss of $14,000, or $(0.01) per share, for the quarter ended March 31, 2026, modestly improving from a $20,000 loss a year earlier. Revenue was stable at $39,000, mainly from rental income of $26,000 and consulting management fees of $13,000.
Corporate general and administrative expenses declined to $77,000 from $89,000, while interest income, largely from related parties, was $37,000. The company held $318,000 in cash, had current assets of $380,000 against current liabilities of $64,000, no interest-bearing debt, and a related-party note receivable of $3.542 million due in 2027, secured at a SOFR-based rate. Management states disclosure controls were effective and notes no material subsequent events.
New Concept Energy, Inc. is soliciting proxies for its Annual Meeting on June [ ], 2026 to elect five directors, ratify its auditor and seek stockholder approval to issue 2,000,000 shares of Common Stock to Realty Advisors, Inc. at a price of at least $1.00 per share. The issuance would increase outstanding Common Stock from 5,131,934 to 7,131,934 shares and Realty Advisors’ holdings would rise from 400,000 shares (about 7.79%) to approximately 33.65% on a pro forma basis. The proxy materials state the Company expects to receive approximately $2,000,000 and to use proceeds to pursue a possible acquisition and for working capital; NYSE American stockholder approval is required because the issuance would exceed 20% of outstanding shares.
New Concept Energy, Inc. seeks stockholder approval to issue 2,000,000 shares of Common Stock to Realty Advisors, Inc., subject to NYSE American approval. The proposed issuance would increase outstanding shares to 7,131,934 and Realty Advisors would hold approximately 33.65% after issuance.
The issuance is priced at not less than $1.00 per share (a total of $2,000,000) under a Purchase Agreement effective April 13, 2026. Proceeds are expected to be used to fund a possible acquisition and working capital. The proposal requires a majority vote of shares present and a separate NYSE American listing approval before certificates may be issued.
New Concept Energy, Inc. entered into an agreement for Realty Advisors, Inc. to acquire up to 2,000,000 shares of common stock at a cash price of at least $1.00 per share in a private, unregistered transaction. Closing depends on stockholder approval and NYSE American listing approval.
The company plans to seek a majority stockholder vote at a meeting targeted before the end of the second quarter, and to file related proxy materials with the SEC. The investor already holds at least 400,000 shares, is considered a related party, and will become an affiliate if the deal closes. Issuance of the new shares will cause a deemed change in control, and the shares will be issued as restricted securities under a Section 4(2) exemption.
New Concept Energy, Inc. reported a small profit for the fourth quarter of 2025 but a wider loss for the full year. For the quarter ended December 31, 2025, the company generated net income of $12,000, compared with a net loss of $19,000 a year earlier.
For the full year 2025, New Concept Energy recorded a net loss of $46,000, deeper than the $18,000 loss for the year ended December 31, 2043. Total 2025 revenues were $155,000, up slightly from $146,000, driven by modest growth in rent and management fees, while operating expenses and lower interest income offset these gains.
At December 31, 2025, the company reported total assets of $4.56 million and stockholders’ equity of $4.49 million, including cash and cash equivalents of $383,000. Results were furnished in a press release attached as an exhibit.
New Concept Energy, Inc. reports a small net loss for 2025 while remaining debt-free and highly cash-light. The company focuses on leasing its 190-acre commercial property in Parkersburg, West Virginia and earning management fees from a consulting agreement on previously sold oil and gas assets.
In 2025, total revenue was $155,000, mainly from rent of $103,000 and oil-and-gas management fees of $52,000. Operating expenses rose to $420,000, leading to a loss from operations of $265,000, partly offset by $219,000 of other income, primarily interest.
The company recorded a net loss applicable to common shares of $46,000, or $(0.01) per share, compared with a $18,000 loss in 2024. Cash and cash equivalents were $383,000 at December 31, 2025, against current liabilities of $69,000, and New Concept holds a key unsecured note receivable of $3.542 million due in 2027 from American Realty Investors, Inc. Management and auditors concluded internal control over financial reporting was effective, and the company reported no long-term debt and no material legal proceedings.
Realty Advisors, Inc. filed an amendment to report a change in its large shareholder position in New Concept Energy, Inc. common stock. Realty Advisors sold 246,254 shares of New Concept Energy on August 28, 2025 in a privately negotiated cash transaction at $1.15 per share, for total proceeds of $293,192.10, to RFA Portfolio, Inc.
After this sale, Realty Advisors reports beneficial ownership of 400,000 shares, representing about 7.8% of New Concept Energy’s outstanding common stock, with sole voting and dispositive power over those shares. Realty Advisors states it has no current plans for major corporate actions but remains open to selling additional shares at attractive prices. The filing also notes that Realty Advisors is wholly owned by May Realty Holdings, Inc., which is in turn owned by the May Trust for the benefit of the children of Gene E. Phillips.
New Concept Energy, Inc. reported the results of its November 19, 2025 annual meeting, where stockholders voted on director elections and auditor ratification. On the October 10, 2025 record date, 5,131,934 shares of common stock and 559 shares of Series B preferred stock were outstanding, and 3,162,693 shares, or 61.62% of the outstanding, were represented to establish a quorum.
All director nominees—Gene S. Bertcher, Richard W. Humphrey, Dan Locklear, Cecelia Maynard, and Robert C. Canham II—received approximately 1.93 to 1.97 million votes each in favor and were elected. Stockholders also ratified Turner Stone & Company as independent registered public accounting firm with 3,153,186 votes for and 9,507 against. Later that day, the board re-elected Gene S. Bertcher as Chairman, President, Chief Executive Officer, and Chief Financial Officer.