Private Placement, Changes in Control (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities

New Concept Energy, Inc., a Nevada corporation (the "Company" or "Registrant" or the "Issuer"), and Realty Advisors, Inc., a Nevada corporation (the "Investor" or "RAI"), entered into a Subscription Agreement and Letter of Investment Intent, dated April 13, 2026 (the "Subscription Agreement"), pursuant to which, the Investor agreed to acquire 2,000,000 shares of Common Stock at a price of at least $1.00 per share in cash. The Investor acknowledged and agreed that its acquisition could not and would not be completed until the current stockholders of the Company approved the issuance by a vote of the majority at a meeting at which a quorum was present in person or by proxy, as the rules of the NYSE American Company Guide required same as a prerequisite to approval of an additional listing application covering such additional shares. On August 21, 2026, at the recessed Annual Meeting of Stockholders of the Company, called to be held following a solicitation of proxies pursuant to a Notice of Annual Meeting and related Proxy Statement, each dated June 22, 2026, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), approved the proposed issuance of up to 2,000,000 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.

Following such Meeting and certification of the votes thereat, the Company will submit an additional listing application to the NYSE American Exchange, seeking approval of 2,000,000 additional shares to be listed on such exchange. Assuming approval is granted by the NYSE American Exchange of the additional listing application, the Company will issue 2,000,000 shares of its Common Stock to RAI in exchange for $1.00 per share in cash (an aggregate of $2,000,000).

Section 5 - Corporate Governance and Management

Item 5.01. Changes in Control of the Company

RAI is currently the holder of 400,000 shares of Common Stock of the Company (7.79% of the outstanding shares), may be deemed to be a "Related Party" for accounting purposes and, upon consummation of the transaction described in item 3.02 above and receipt of 2,000,000 newly issued shares of Common Stock, will be an "Affiliate" ( as defined in Rule 405 under the Securities Act of 1933, as amended). Upon consummation of the transaction described in item 3.02, which will result in the issuance of 2,000,000 shares to RAI, a change in control of the Company will be deemed to occur when the additional shares are issued. When the additional shares are issued, RAI will own 2,400,000 shares out of the then total outstanding of 7,131,935 shares of Common Stock (approximately 33.65%).