10q10k10q10k.net

What changed in BLACKBOXSTOCKS INC.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of BLACKBOXSTOCKS INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+350 added−208 removedSource: 10-K (2026-02-23) vs 10-K (2025-03-21)

Top changes in BLACKBOXSTOCKS INC.'s 2025 10-K

350 paragraphs added · 208 removed · 139 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

78 edited+33 added−31 removed83 unchanged
Biggest changeAs described below, Series C Stock will be issued upon consummation of the Merger as consideration for certain outstanding shares of Series X Stock of REalloys and, at the option of the holders of the Additional Debenture issued in connection with the Company Financing (described below), in exchange for satisfaction of certain Company obligations under the terms of the Additional Debenture.
Biggest changeAs described below, Series C Preferred Stock will be issued upon consummation of the Merger as consideration for certain outstanding shares of Series X Stock (as defined below) of REalloys and, at the option of the holders of the Additional Debenture issued in connection with the Company Financing (described below), in exchange for satisfaction of certain Company obligations under the terms of the Additional Debenture. 13 Table of Contents First Amendment to Agreement and Plan of Merger On July 1, 2025, Blackboxstocks, Merger Sub and REalloys entered into a First Amendment to Agreement and Plan of Merger in order to reflect Blackboxstocks’ intent to conduct an at-the-market offering of its common stock, pursuant to which up to 250,000 shares of Blackboxstocks common stock may be sold and issued without affecting the calculation of Company Merger Shares (as defined in the Merger Agreement) to be issued in the Merger.
Option Agreement As a condition to the parties’ execution of the Merger Agreement, prior to Closing, Company and Gust Kepler will execute an Option Agreement (the “Option Agreement”), pursuant to which the Company shall have the right to call for redemption and Gust Kepler shall have the right to cause Company to redeem all of the issued and outstanding Series A Convertible Preferred Stock of Parent held by Gust Kepler in exchange for shares of Series A Convertible Preferred Stock of Blackbox.io, Inc.
Option Agreement As a condition to the parties’ execution of the Merger Agreement, prior to Closing, the Company and Gust Kepler will execute an Option Agreement (the “Option Agreement”) pursuant to which the Company shall have the right to call for redemption and Gust Kepler shall have the right to cause Company to redeem all of the issued and outstanding Series A Convertible Preferred Stock of Parent held by Gust Kepler in exchange for shares of Series A Convertible Preferred Stock of Blackbox.io, Inc.
Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization payments and dividend make-whole payments using shares of Company Common Stock is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company has obtained the Series C Stockholder Approval.
Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization payments and dividend make-whole payments using shares of Company Common Stock is subject to certain limitations set forth in the Series C Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company has obtained the Series C Stockholder Approval.
REalloys Financing REalloys Securities Purchase Agreement In connection with the Merger, REalloys entered into a Securities Purchase Agreement (the “REalloys Purchase Agreement”), dated as of March 6, 2025, with Five Narrow Lane LP (the “Buyer”), pursuant to which REalloys agreed to sell to the Buyer (i) an aggregate of 5,000 shares of REalloys’ Series X Preferred Stock, par value $0.0001 per share (the “Series X Stock”), with a stated value of $1,000 per share (the “Stated Value”) and (ii) warrants (the “REalloys Warrants”) to acquire up to 5,000,000 shares of common stock of REalloys, par value $0.0001 per share (the “REalloys Common Stock”) (collectively, the “REalloys Financing”).
REalloys Financing Securities Purchase Agreement In connection with the Merger, REalloys entered into a Securities Purchase Agreement (the “REalloys Purchase Agreement”), dated as of March 6, 2025, with Five Narrow Lane LP (the “Buyer”), pursuant to which REalloys agreed to sell to the Buyer (i) an aggregate of 5,000 shares of REalloys’ Series X Preferred Stock, par value $0.0001 per share (the “Series X Stock”), with a stated value of $1,000 per share (the “Stated Value”) and (ii) warrants (the “REalloys Warrants”) to acquire up to 5,000,000 shares of common stock of REalloys, par value $0.0001 per share (the “REalloys Common Stock”) (collectively, the “REalloys Financing”).
The Series C Stock is convertible into shares of Company Common Stock at the election of the holder at any time at a conversion price to be equal to 100% of the lesser of (i) the closing price of the Company Common Stock on the trading day immediately prior to the closing of the Merger and (ii) the closing price of the Company Common Stock on the date the Companies obtain stockholder approval for issuance of the Series C Stock and Company Common Stock into which it convert (the “Series C Stockholder Approval”).
The Series C Preferred Stock is convertible into shares of Company Common Stock at the election of the holder at any time at a conversion price to be equal to 100% of the lesser of (i) the closing price of the Company Common Stock on the trading day immediately prior to the closing of the Merger and (ii) the closing price of the Company Common Stock on the date the Companies obtain stockholder approval for issuance of the Series C Preferred Stock and Company Common Stock into which it convert (the “Series C Stockholder Approval”).
The amortization payments due upon such redemption are payable by the Company in cash at a price equal to the product of (i) 110% and (ii) the stated value of the shares of Series C Stock being redeemed plus any and all accrued and unpaid dividends on such shares of Series C Stock.
The amortization payments due upon such redemption are payable by the Company in cash at a price equal to the product of (i) 110% and (ii) the stated value of the shares of Series C Preferred Stock being redeemed plus any and all accrued and unpaid dividends on such shares of Series C Preferred Stock.
At any time after issuance of the Series C Stock, to the extent the Company raises capital in any financing with gross proceeds in excess of $3 million, the Company is required to use one-third of such gross proceeds to redeem all or any portion of the Series C Stock then outstanding.
At any time after issuance of the Series C Preferred Stock, to the extent the Company raises capital in any financing with gross proceeds in excess of $3 million, the Company is required to use one-third of such gross proceeds to redeem all or any portion of the Series C Preferred Stock then outstanding.
Under the agreed form of the Certificate of Designations, all shares of capital stock of the Company rank pari passu or junior to the Series C Stock, with respect to preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.
Under the agreed form of the Series C Certificate of Designations, all shares of capital stock of the Company rank pari passu or junior to the Series C Preferred Stock, with respect to preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.
As defined in the Initial Debenture, “Trigger Conditions” means (a) no event of default has occurred or is continuing or would result from the effectiveness of the Merger Transaction, (b) no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a material adverse effect or to result in a material adverse effect from the effectiveness of the Merger Transaction, (c) the Company has executed and delivered such documents as the holder may reasonably request in connection with the exchange of the Initial Debenture for the Additional Debenture, and (d) the satisfaction of any additional covenants and conditions set forth in the Original Purchase Agreement.
As defined in the Initial Debenture, “Trigger Conditions” meant (a) no event of default has occurred or is continuing or would result from the effectiveness of the Merger Transaction, (b) no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a material adverse effect or to result in a material adverse effect from the effectiveness of the Merger Transaction, (c) the Company has executed and delivered such documents as the holder may reasonably request in connection with the exchange of the Initial Debenture for the Additional Debenture, and (d) the satisfaction of any additional covenants and conditions set forth in the Original Purchase Agreement.
In connection with a Triggering Event, each holder of Series C Stock will be able to require the Company to redeem in cash any or all of the holder’s shares of Series C Stock at a premium set forth in the Certificate of Designations.
In connection with a Triggering Event, each holder of Series C Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s shares of Series C Preferred Stock at a premium set forth in the Series C Certificate of Designations.
There is no established public trading market for the Series C Stock and the Company does not intend to list the Series C Stock on any national securities exchange or nationally recognized trading system.
There is no established public trading market for the Series C Preferred Stock and the Company does not intend to list the Series C Preferred Stock on any national securities exchange or nationally recognized trading system.
Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations and described below), the Series C Stock accrues dividends at a rate of 15% per annum.
Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series C Certificate of Designations and described below), the Series C Preferred Stock accrues dividends at a rate of 15% per annum.
Pursuant to the Merger Agreement, each share of Series X Stock outstanding will be converted solely into the right to receive shares of the Company’s Series C Stock at a ratio of 1 to 1.
Pursuant to the Merger Agreement, each share of Series X Stock outstanding will be converted solely into the right to receive shares of the Company’s Series C Preferred Stock at a ratio of 1 to 1.
In addition, under the Merger Agreement, the parties agreed to other customary provisions including (i) obtaining requisite stockholder approval to consummate the Merger and the contemplated transactions thereunder, (ii) obtaining regulatory approvals from relevant governmental authorities, (iii) indemnifying the directors and officers of the Company for a period of six years following the Closing, (iv) completing certain disclosure obligations required by the SEC and listing requirements promulgated by Nasdaq, (v) electing or appointing to the positions of officers and directors of Company and the surviving corporation certain persons designated by REalloys, (vi) executing employment agreements between the Company and Lipi Sternheim and David Argyle, (vii) Company adopting a new stock incentive plan reserving not more than 15% of the fully-diluted, outstanding interest of the Company immediately following the Merger for issuance, and (viii) allocating funds received by Company pursuant to sales, issuances, grants or other dispositions of Company Common Stock, during the period between the Merger Agreement and Closing, under that certain Registration Statement on Form S-3 (File No. 333-284626) filed with the SEC on January 31, 2025 which became effective on February 10, 2025. 13 Table of Contents Closing of the Merger is subject to various customary closing conditions.
In addition, under the Merger Agreement, the parties agreed to other customary provisions including (i) obtaining requisite stockholder approval to consummate the Merger and the contemplated transactions thereunder, (ii) obtaining regulatory approvals from relevant governmental authorities, (iii) indemnifying the directors and officers of the Company for a period of six years following the Closing, (iv) completing certain disclosure obligations required by the SEC and listing requirements promulgated by the Nasdaq Capital Market (“Nasdaq”), (v) electing or appointing to the positions of officers and directors of Company and the surviving corporation certain persons designated by REalloys, (vi) executing employment agreements between the Company and Lipi Sternheim and David Argyle, (vii) Company adopting a new stock incentive plan reserving not more than 15% of the fully-diluted, outstanding interest of the Company immediately following the Merger for issuance, and (viii) allocating funds received by Company pursuant to sales, issuances, grants or other dispositions of Company Common Stock, during the period between the Merger Agreement and Closing, under that certain Registration Statement on Form S-3 (File No. 333-284626) filed with the SEC on January 31, 2025 which became effective on February 10, 2025. 11 Table of Contents Closing of the Merger is subject to various customary closing conditions.
The REalloys Financing is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.
The REalloys Financing was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.
Our advertising and marketing expense was $436,456 and $629,984 for the years ended December 31, 2024 and 2023, respectively. We significantly reduced the amount of our digital marketing spend during 2023 and 2024 as part of an overall expense reduction as well as a review of the effectiveness of certain marketing strategies.
Our advertising and marketing expense was $436,456 and $629,984 for the years ended December 31, 2025 and 2024, respectively. We significantly reduced the amount of our digital marketing spend during 2024 and 2025 as part of an overall expense reduction as well as a review of the effectiveness of certain marketing strategies.
Classes taught by the OIC to our members include but are not limited to: ● The Greeks Part I ● The Greeks Part II ● Implied Volatility ● Short Term Options Explained ● Options Pricing Explained 5 Table of Contents One of the most attractive aspects of our education program is that the classes are taught by members of our community.
Classes taught by the OIC to our members include but are not limited to: ● The Greeks Part I ● The Greeks Part II ● Implied Volatility ● Short Term Options Explained ● Options Pricing Explained 6 Table of Contents One of the most attractive aspects of our education program is that the classes are taught by members of our community.
The holders of Series C Stock are entitled to vote with holders of the Company Common Stock on an as-converted basis, with the number of votes to which each holder of Series C Stock is entitled to be calculated as the stated value of such share of Series C Stock divided by the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) immediately preceding the subscription date (as defined in the Certificate of Designations), subject to certain beneficial ownership limitations as set forth in the Certificate of Designations.
The holders of Series C Preferred Stock will be entitled to vote with holders of the Company Common Stock on an as-converted basis, with the number of votes to which each holder of Series C Preferred Stock is entitled to be calculated as the stated value of such share of Series C Preferred Stock divided by the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) immediately preceding the Subscription Date (as defined in the Series C Certificate of Designations), subject to certain beneficial ownership limitations as set forth in the Series C Certificate of Designations.
We incurred $93,826 and $187,781 in customer referral expenditures in each of the years ended December 31, 2024 and 2023, respectively. We expect to continue utilizing the customer referral sales program as it has proven to be an efficient form of advertising.
We incurred $93,826 and $187,781 in customer referral expenditures in each of the years ended December 31, 2025 and 2024, respectively. We expect to continue utilizing the customer referral sales program as it has proven to be an efficient form of advertising.
Finding the largest levels of Gamma Exposure (GEX) can serve as potential levels of support and/or resistance. 4 Table of Contents FINRA Short Interest Analysis: all the FINRA short interest data for stocks is plotted on our charts to let traders see how the shorting ratio of trades in the dark pools has changed over time.
Finding the largest levels of Gamma Exposure (GEX) can serve as potential levels of support and/or resistance. FINRA Short Interest Analysis: all the FINRA short interest data for stocks is plotted on our charts to let traders see how the shorting ratio of trades in the dark pools has changed over time.
The holders of the Series C Stock are entitled to dividends of 2.5% per annum, compounded each calendar month, which are payable in arrears monthly in cash, “in kind” in the form of additional shares of Series C Stock, or in a combination thereof, at the holder’s discretion, in accordance with the terms of the Certificate of Designations.
The holders of the Series C Preferred Stock will be entitled to dividends of 2.5% per annum, compounded each calendar month, which are payable in arrears monthly in cash, “in kind” in the form of additional shares of Series C Preferred Stock, or in a combination thereof, at the holder’s discretion, in accordance with the terms of the Series C Certificate of Designations.
Each party’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are conditioned upon (i) the effectiveness of the Merger Registration Statement on Form S-4, (ii) expiration or termination of applicable regulatory waiting periods, (iii) no restraints from any governmental authority preventing the consummation of the contemplated transactions under the Merger Agreement, (iv) the Company and REalloys obtaining their respective requisite stockholder votes to consummate the transactions contemplated by the Merger Agreement, (v) Nasdaq’s approval of the Company’s Nasdaq listing application for the post-Merger entity, (vi) execution of Lock-Up Agreements, (vii) execution of a Stock Purchase Agreement by and between Gust Kepler and Lipi Sternheim whereby Gust Kepler shall agree to sell 1,634,999 shares of Company Series A Convertible Preferred Stock to Lipi Sternheim contingent upon and effective concurrently with Closing, and (viii) the filing of an amendment to Company’s charter with the Secretary of State of the State of Nevada, containing such amendments necessary to consummate the transactions contemplated by the Merger Agreement.
Each party’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are conditioned upon (i) the effectiveness of the Registration Statement on Form S-4, (ii) expiration or termination of applicable regulatory waiting periods, (iii) no restraints from any governmental authority preventing the consummation of the contemplated transactions under the Merger Agreement, (iv) the Company and REalloys obtaining their respective requisite stockholder votes to consummate the transactions contemplated by the Merger Agreement, (v) Nasdaq’s approval of the Company’s Nasdaq listing application for the post-Merger entity, (vi) execution of Lock-Up Agreements (as further described below), (vii) execution of a Stock Purchase Agreement by and between Gust Kepler and Lipi Sternheim whereby Gust Kepler shall agree to sell certain shares of Company Series A Convertible Preferred Stock to Lipi Sternheim contingent upon and effective concurrently with Closing, and (viii) the filing of an amendment to Company’s charter with the Secretary of State of the State of Nevada, containing such amendments necessary to consummate the transactions contemplated by the Merger Agreement.
New Products We intend to leverage our existing financial technology platform and data resources for the creation of new and unique products to serve our existing subscribers, as well as address a broader market.
New Products We intend to leverage our existing financial technology platform and data resources for the creation of new and unique products to serve our existing subscribers and address a broader market.
Using our system, traders can easily see levels where large institutions or funds are trading. The Dark Pool Volume Profile is an indicator that visually displays a Dark Pool transaction directly on to the chart. The Volume Profile bar is overlayed at the price level at which the Dark Pool transaction is executed.
Using our system, traders can easily see levels where large institutions or funds are trading. The Dark Pool Volume Profile is an indicator that visually displays a Dark Pool transaction directly onto the chart. The Volume Profile bar is overlayed at the price level at which the Dark Pool transaction is executed.
(“Blackbox Operating”), a Delaware corporation and wholly owned subsidiary of the Company, which was organized to conduct its historical operations . Contingent Value Rights Agreements At the Closing, the Company, a representative of the Company stockholders, and a to be appointed Rights Agent, will enter into a Contingent Value Rights Agreement (the “CVR Agreement”).
(“Blackbox Operating”), a Delaware corporation and wholly owned subsidiary of Parent, which was organized to conduct historical Blackbox operations of the Company. Contingent Value Rights Agreements At the Closing, the Company, a representative of the Company stockholders, and a to be appointed Rights Agent, will enter into a Contingent Value Rights Agreement (the “CVR Agreement”).
The Initial Debenture was to bear interest at a rate of 7.00% per annum and mature on the earlier to occur of the date on which a definitive agreement relating to any “Merger Transaction” (as defined in the Original Purchase Agreement) (the “Merger Agreement”) was duly executed by the parties signatory thereto (the “Initial Debenture Trigger Date”) or March 15, 2025 (the “Initial Debenture Maturity Date”).
Initial Debenture The Initial Debenture bore interest at a rate of 7.00% per annum and matured on the earlier to occur of the date on which a definitive agreement relating to any “Merger Transaction” (as defined in the Original Purchase Agreement) (the “Merger Agreement”) was duly executed by the parties signatory thereto (the “Initial Debenture Trigger Date”) or March 15, 2025 (the “Initial Debenture Maturity Date”).
The aggregate gross proceeds from the REalloys Financing are expected to be $5,000,000 (or up to $55,000,000 if the REalloys Warrants are exercised in full for cash). REalloys expects to use the net proceeds from the REalloys Financing for general corporate purposes and for transaction expenses incurred in connection with the Merger.
The aggregate gross proceeds from the REalloys Financing were $5,000,000 (or up to $55,000,000 if the REalloys Warrants are exercised in full for cash). REalloys expects to use the net proceeds from the REalloys Financing for general corporate purposes and for transaction expenses incurred in connection with the Merger.
REalloy’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned upon customary closing conditions as well as (i) the Company’s execution of the Option Agreement (as further described below), (ii) the Company’s consummation of a Company Financing and issuance of $2,300,000 of Additional Debenture to the satisfaction of the REalloys (as further described above and below), (iii) the Company having net cash (as defined in the Merger Agreement) equal to or in excess of negative $2.69 million, and (iv) the Company filing the Certificate of Designations establishing a class of Company preferred stock to be designated Series C Convertible Preferred Stock (as further described below).
REalloys’ obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned upon customary closing conditions as well as (i) the Company’s execution of an Option Agreement (as further described below), (ii) the Company’s consummation of a Company Financing and issuance of $2,300,000 of Additional Debentures to the satisfaction of the REalloys (as further described below), (iii) the Company having Net Cash (as defined in the Merger Agreement) equal to or in excess of negative $2.69 million, and (iv) the Company filing the Certificate of Designations establishing a class of Company preferred stock to be designated Series C Convertible Preferred Stock (as further described below).
We plan to more aggressively market this product in 2025 after we have raised sufficient capital to fund a comprehensive marketing plan. 7 Table of Contents Enterprise Products for Professionals We have not historically marketed our product to persons or entities deemed by the exchanges as “professional traders” or financial institutions.
We plan to more aggressively market this product in 2026 after we have raised sufficient capital to fund a comprehensive marketing plan. 8 Table of Contents Enterprise Products for Professionals We have not historically marketed our product to persons or entities deemed by the exchanges as “professional traders” or financial institutions.
On March 10, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), and REalloys Inc., a Nevada corporation (“REalloys”).
Recent Developments Agreement and Plan of Merger On March 10, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”).
Upon conversion or redemption, the holders of shares of Series C Stock are also entitled to receive a dividend make-whole payment, assuming for calculation purposes that stated value of such Series C Stock remained outstanding through and including the date of conversion or redemption of all the shares of Series C Stock.
Upon conversion or redemption, the holders of shares of Series C Preferred Stock will be also entitled to receive a dividend make-whole payment, assuming for calculation purposes that stated value of such Series C Preferred Stock remained outstanding through and including the date of conversion or redemption of all the shares of Series C Preferred Stock.
Our development efforts in 2023 and 2024 were largely focused on enhancing core parts of our applications and fine-tuning the overall architecture to improve cost efficiencies, eliminate remaining technical debt, and provide our members with a more stable, scalable, and performant system Development of Native Applications for iOS and Android We currently have fully-featured native applications for iOS and Android devices which were released in April of 2022.
Our development efforts in 2024 and 2025 were largely focused on enhancing core parts of our applications and fine-tuning the overall architecture to improve cost efficiencies, eliminate remaining technical debt, and provide our members with a more stable, scalable, and performant system Development of Native Applications for iOS and Android We currently have fully-featured native applications for iOS and Android devices.
Item 1. Business Overview of Business We have developed a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels combined with a social media element and educational materials.
Item 1. Business Overview Blackbox has developed a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels combined with a social media element and educational materials.
Companies with social media platforms dedicated to financial markets include Stock Twits and Wall Street Bets. Employees As of March 20, 2025, the Company had ten full-time employees. We also currently have nine contract workers that primarily serve as team traders on our Blackbox System platform or developers.
Companies with social media platforms dedicated to financial markets include Stock Twits and Wall Street Bets. Employees As of February 19, 2026, the Company had ten full-time employees. We also currently have seven contract workers that primarily serve as team traders on our Blackbox System platform or developers.
Stock Nanny In 2024, we completed a soft launch of Stock Nanny. Stock Nanny is a mobile app for iOS and Android that provides real-time portfolio alerts for a broad demographic of investors. Many of these alerts are a product of derived data currently generated on the Blackbox platform.
Stock Nanny is a mobile app for iOS and Android that provides real-time portfolio alerts for a broad demographic of investors. Many of these alerts are a product of derived data currently generated on the Blackbox platform.
Certificate of Designations for Series C Convertible Preferred Stock Under the terms of the Merger Agreement, as a condition to Closing, the Company will file a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Nevada establishing a class of Company preferred stock to be designated Series C Convertible Preferred Stock, par value $.001 per share (the “Series C Stock”), which is expected to be issued as partial consideration in the Merger.
Certificate of Designations for Series C Preferred Stock Under the terms of the Merger Agreement, as a condition to Closing, the Company will file a Series C Certificate of Designations with the Secretary of State of the State of Nevada establishing a class of Company preferred stock to be designated Series C Convertible Preferred Stock, par value $0.001 per share, stated value $3,000 per share, which is expected to be issued as partial consideration in the Merger.
Options dollar flow is a metric that measures the net flow of money into or out of options contracts. It is calculated by taking the difference between the total premium paid for call options and the total premium paid for put options.
Options dollar flow is a metric that measures the net flow of money into or out of options contracts. It is calculated by taking the difference between the total premium paid for call options and the total premium paid for put options. Positive dollar flow indicates a bullish sentiment, and a negative dollar flow indicates a bearish sentiment.
(“Blackbox Operating”), a Delaware corporation and wholly owned subsidiary of the Company, which was organized to conduct its historical operations . 14 Table of Contents Lock-Up Agreements As a condition to the parties’ execution of the Merger Agreement, prior to Closing, all officers, directors and stockholders of the REalloys will execute lock-up agreements (the “Lock-Up Agreements”), which among other things (i) prohibit such parties from engaging in certain sale and other transfer transactions relating to the Company Common Stock and securities convertible, exercisable or exchangeable therefor, without the prior written consent of the Company for a period of 180 days after the Closing and (ii) for 180 days thereafter, further prohibits such parties from engaging certain transactions representing more than 10% of each party’s record or beneficial ownership of the Company in any one month.
Lock-Up Agreements As a condition to the parties’ execution of the Merger Agreement, prior to Closing, all officers, directors and stockholders of the REalloys will execute lock-up agreements (the “Lock-Up Agreements”), which among other things (i) prohibit such parties from engaging in certain sale and other transfer transactions relating to the Company Common Stock and securities convertible, exercisable or exchangeable therefor, without the prior written consent of the Company for a period of 180 days after the Closing and (ii) for 180 days thereafter, further prohibits such parties from engaging certain transactions representing more than 10% of each party’s record or beneficial ownership of the Company in any one month.
We currently offer monthly subscriptions to our platform for $99 per month and annual subscriptions for $959 per year. 2 Table of Contents Our Mission Our mission is to provide powerful proprietary analytics in a simple and concise format to level the playing field for the average retail investor.
We currently offer monthly subscriptions to our platform for between $59 and $149 per month and annual subscriptions for between $566 and $1,430 per year. 2 Table of Contents Blackbox Mission Our mission is to provide powerful proprietary analytics in a simple and concise format to level the playing field for the average retail investor.
The length of the volume profile is a visual representation of the share size of the dark pool transaction. The Dark Pool Volume Profile will also display historical activity when you change the time frame. Insider Buying Analysis : we use the EDGAR portal to access all Form 4’s filed and update our charts where you find insiders buying stocks.
The Dark Pool Volume Profile will also display historical activity when you change the time frame. 5 Table of Contents Insider Buying Analysis : we use the EDGAR portal to access all Form 4’s filed and update our charts where you find insiders buying stocks.
We offer certain subscribers the right to promote the Blackbox System and receive referral fees for subscribers generated from such subscribers’ effort. Generally, we pay referring subscribers $25 for each subscription generated and $25 for each month the subscriber continues their subscription.
We also promote our subscriptions through an established compensated customer referral program. We offer certain subscribers the right to promote the Blackbox System and receive referral fees for subscribers generated from such subscribers’ effort. Generally, we pay referring subscribers $25 for each subscription generated and $25 for each month the subscriber continues their subscription.
On the Initial Debenture Trigger Date, the Company agreed to pay in cash to the Purchaser of the Initial Debenture the outstanding principal amount of the Initial Debenture, together with all accrued and unpaid interest thereon, an exit fee in an amount equal to 15% of the outstanding principal amount of the Initial Debenture (the “Initial Debenture Exit Fee”) and any other amounts due thereunder; provided that, if the “Trigger Conditions” are satisfied as of the Initial Debenture Trigger Date, it was agreed that the Initial Debenture would be exchanged for an Additional Debenture.
At any time prior to the Initial Debenture Maturity Date, the Company could elect to prepay all or a portion of the outstanding amounts due under the Initial Debenture. 15 Table of Contents On the Initial Debenture Trigger Date, the Company agreed to pay in cash to the Purchaser of the Initial Debenture the outstanding principal amount of the Initial Debenture, together with all accrued and unpaid interest thereon, an exit fee in an amount equal to 15% of the outstanding principal amount of the Initial Debenture and any other amounts due thereunder; provided that, if the “Trigger Conditions” are satisfied as of the Initial Debenture Trigger Date, it was agreed that the Initial Debenture would be exchanged for an Additional Debenture.
A CVR Transaction is generally a transaction pursuant to which (i) the Company or Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to the Blackbox Operating assets, or other monetizing event of all or any part of the Blackbox Operating assets and (ii) the Company receives or Blackbox Operating determines to distribute net proceeds from such transaction as a dividend to its stockholders.
A CVR Transaction is generally a transaction pursuant to which (i) the Company or Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to the Blackbox Operating assets, or other monetizing event of all or any part of the Blackbox Operating assets and (ii) the Company receives or Blackbox Operating determines to distribute net proceeds from such transaction as a dividend to its stockholders. 12 Table of Contents The CVR payment obligations will expire the date that is 24 months following the Closing.
The Merger Agreement also requires the Company, in cooperation with the REalloys, to prepare and file with the SEC a registration statement on Form S-4 that will contain a proxy statement relating to a Company stockholder meeting to be held in connection with the Merger (the “Merger Registration Statement”) pursuant to which shares of Company Common Stock will be registered under the Securities Act, to be issued by virtue of the Merger and the contemplated transactions thereunder.
The Merger Agreement also required the Company, in cooperation with the REalloys, to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a proxy statement relating to a Company stockholder meeting held in connection with the Merger (the “Registration Statement”) pursuant to which shares of Company Common Stock were registered under the Securities Act of 1933, as amended (the “Securities Act”), to be issued by virtue of the Merger and the contemplated transactions thereunder.
The Original Purchase Agreement contains customary representations, warranties, covenants, confidentiality and indemnification obligations customary for a transaction of the size and type contemplated by the Original Purchase Agreement. Initial Debenture The Initial Closing was consummated on January 17, 2025.
The Original Purchase Agreement contains customary representations, warranties, covenants, confidentiality and indemnification obligations customary for a transaction of the size and type contemplated by the Original Purchase Agreement.
The CVR payment obligations will expire the date that is 24 months following the Closing. The CVRs will not be transferable, except in certain limited circumstances, will not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange.
The CVRs will not be transferable, except in certain limited circumstances, will not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange. There is no guarantee that any CVR Transaction or payment pursuant thereto will be earned.
Free webinars are designed to attract potential members by providing them introductions to trading strategies at no cost. We believe that members who participate in our educational offerings are more likely to be successful traders and therefore more likely to be longer term members. We offer these paid courses for both members and non-members.
We believe that members who participate in our educational offerings are more likely to be successful traders and therefore more likely to be longer term members. We offer these paid courses for both members and non-members.
The Additional Debenture also includes customary representations and warranties, as well as events of default, the occurrence of which will cause the Additional Debenture to bear interest at a default rate of 18% per annum. The Additional Debenture includes a most favored nation clause in favor of the holder thereof.
The Additional Debenture also includes customary negative and affirmative covenants, as well as events of default, the occurrence of which will cause the Additional Debenture to bear interest at a default rate of 18% per annum.
Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Company Common Stock issuable upon conversion of the Series C Stock or as part of any amortization payment or dividend make-whole payment under the Certificate of Designations. 15 Table of Contents The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the suspension from trading or failure of the Company Common Stock to be trading or listed on an Eligible Market (as defined in the Certificate of Designations) for a period of five consecutive trading days and the Company’s failure to pay any amounts due to the holders of Series C Stock when due.
The Series C Certificate of Designations includes certain Triggering Events (as defined in the Series C Certificate of Designations), including, among other things, the suspension from trading or failure of the Company Common Stock to be trading or listed on an Eligible Market (as defined in the Series C Certificate of Designations) for a period of five consecutive trading days and the Company’s failure to pay any amounts due to the holders of Series C Preferred Stock when due.
Subsidiary Guarantee In connection with the Original Purchase Agreement, and as a condition the Additional Closing, our Subsidiary agreed to enter into a Subsidiary Guarantee (the “Subsidiary Guarantee”) in favor of the Purchaser, pursuant to which the Subsidiary agrees to guarantee all of the Company’s obligations under the Additional Debenture. 12 Amendment to Securities Purchase Agreement On January 27, 2025, the Company, the Purchasers and the Agent entered into an Amendment to Securities Purchase Agreement (the “Amendment”, and together with the Original Purchase Agreement, the “Purchase Agreement”) to, among other things, increase the aggregate principal and subscription amount of the Initial Debenture and Additional Debenture to up to $550,000 and $2,300,000, respectively.
Amendment to Securities Purchase Agreement; A&R Initial Debenture On January 27, 2025, the Company, the Purchaser and the Agent entered into an Amendment to Securities Purchase Agreement (the “Amendment”, and together with the Original Purchase Agreement, the “Purchase Agreement”) to, among other things, increase the aggregate principal and subscription amount of the Initial Debenture and Additional Debenture to up to $550,000 and $2,300,000, respectively.
The Registration Rights Agreement includes certain other restrictions on piggyback rights, obligations of the Company and the Purchasers, and indemnification obligations of the parties, each as described in greater detail therein Security Agreement In connection with the Original Purchase Agreement, and as a condition to the Additional Closing, the Company, Blackbox.io Inc., a wholly-owned subsidiary of the Company (the “Subsidiary” or “Blackbox Operating”), and the Agent agreed to enter into a Security Agreement (the “Security Agreement”) which grants the Agent and Purchaser a first priority security interest in substantially all of the assets of the Company to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Additional Debenture.
Security Agreement Pursuant to the terms of the Purchase Agreement, on the Additional Closing Date, the Company, Blackbox.io Inc., a wholly-owned subsidiary of the Company (the “Subsidiary” or “Blackbox Operating”), and the Agent entered into a Security Agreement (the “Security Agreement”) which grants the Agent and Purchaser a first priority security interest in substantially all of the assets of the Company to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Additional Debenture.
Following the Closing, the Company is expected to be renamed “REalloys Inc.,” and it is expected that the shares of Company Common Stock will continue to be listed on Nasdaq.
Following the Closing, the Company is expected to be renamed “REalloys Inc.,” and it is expected that the shares of Company Common Stock will continue to be listed on Nasdaq. Palladium Capital Group, LLC served as the exclusive financial advisor in connection with the above transactions.
Our powerful algorithm technology scans the NYSE, NASDAQ, CBOE and other options exchanges to find market volatility and anomalies and displays them on a common dashboard shared across the globe. With thousands of eyes on this data, our members can quickly interact and form a consensus on the trading opportunity at hand.
Our powerful algorithm technology scans the NYSE, NASDAQ, CBOE and other options exchanges to find market volatility and anomalies and displays them on a common dashboard shared across the globe.
These proprietary features are designed to filter out “market noise” and locate, in real-time, specific stocks and options that are likely to become market movers. 3 Table of Contents Standard Features (Including but not limited to) ● Real Time NYSE/NASDAQ Market Data ● Real Time OPRA Options Trade Data ● Real Time Streaming Market News Feed ● Symbol Specific News ● Options News and Upgrades/Downgrades ● Institutional Grade Charts ● Multi-Chart Capability ● Earnings and Dividend Dates ● Daily Advancers / Decliners Scanner ● User-specific Watch List Proprietary and Advanced Features (Including but not limited to) ● Real Time Algorithm Driven Stock & Options Alerts ● User Defined Symbol Specific Alert Criteria ● Options Flow Scanner / Heatmap ● Pre-Configured Pre/Post Market Scanners ● Stock and Option Volume Ratio Scanner ● Volatility Indicator ● Dark Pool Analysis ● Insider Buying Analysis ● Gamma Exposure ● FINRA Short Interest Analysis ● Net Options Delta and Dollar Flow ● Feature Rich Text- and Audio-based Social Media Components Added in 2024: ● Enhanced options flow downloads to only include items on a member’s watch list ● Additional open interest filters for exchange traded funds (ETFs) ● Added real-time go / no-go indicators to alert log ● Added ability to download options alert history ● Added additional security features ● Operational infrastructure enhancements ● New alerts on options when the trade has been closed ● Real time volatility indicator module The Blackbox System includes several proprietary and advanced studies to help both options and stock traders.
These proprietary features are designed to filter out “market noise” and locate, in real-time, specific stocks and options that are likely to become market movers. 4 Table of Contents Standard Features (Including but not limited to) ● Real Time NYSE/NASDAQ Market Data ● Real Time OPRA Options Trade Data ● Real Time Streaming Market News Feed ● Symbol Specific News ● Options News and Upgrades/Downgrades ● Institutional Grade Charts ● Multi-Chart Capability ● Earnings and Dividend Dates ● Daily Advancers / Decliners Scanner ● User-specific Watch List Proprietary and Advanced Features (Including but not limited to) ● Real Time Algorithm Driven Stock & Options Alerts ● User Defined Symbol Specific Alert Criteria ● Options Flow Scanner / Heatmap ● Pre-Configured Pre/Post Market Scanners ● Stock and Option Volume Ratio Scanner ● Volatility Indicator ● Dark Pool Analysis ● Insider Buying Analysis ● Gamma Exposure ● FINRA Short Interest Analysis ● Net Options Delta and Dollar Flow ● Feature Rich Text- and Audio-based Social Media Components Recent Developments: ● Created a new Blackbox Academy educational offering ● Migrated billing and subscription management to Stripe ● Create additional product tiers for Options, Equities, and a combined Premium product ● Made improvements and enhancements for our Discord integration ● Added additional security features and throttling of data access ● Added new intra-day rapid decline alert type ● Added new custom studies ● Migrated all mobile apps to a more modern framework and devops platform The Blackbox System includes several proprietary and advanced studies to help both options and stock traders.
We have many regularly calendared live webinars, Q&A sessions, as well as recorded classes. In addition to our regularly calendared classes, we often feature ad hoc classes taught by seasoned members of our community. The educators of these classes often specialize in specific market sectors or trading strategies.
We believe education is vital to increasing the probability of our members long-term success in the markets. We have many regularly calendared live webinars, Q&A sessions, as well as recorded classes. The educators of these classes often specialize in specific market sectors or trading strategies.
We believe that this form of advertising has been and will continue to be effective in attracting subscribers. We continuously monitor and evaluate the effectiveness of specific social media platforms and allocate marketing funds accordingly. We also promote our subscriptions through an established compensated customer referral program.
We also utilize targeted email marketing and a strategic global marketing campaign for brand awareness. We believe that this form of advertising has been and will continue to be effective in attracting subscribers. We continuously monitor and evaluate the effectiveness of specific social media platforms and allocate marketing funds accordingly.
We primarily use a combination of digital marketing campaigns and customer referral compensation plans in our advertising program. Our digital advertising efforts are comprised of display and video ads, along with banner and text ads across multiple search and social platforms. We also utilize targeted email marketing and a strategic global marketing campaign for brand awareness.
We believe our Blackbox System subscriptions are priced competitively with similar web-based trading tools. We primarily use a combination of digital marketing campaigns and customer referral compensation plans in our advertising program. Our digital advertising efforts are comprised of display and video ads, along with banner and text ads across multiple search and social platforms.
The Series X Stock and REalloys Warrants are being offered without any general solicitation by the Company or its representatives. 16 Certificate of Designations The terms of the Series X Stock are set forth in a certificate of designations (the “REalloys Certificate of Designations”) which will be filed with the Secretary of State of Nevada prior to the closing of the REalloys Purchase Agreement.
Certificate of Designations of Series X Preferred Stock The terms of the Series X Stock are set forth in a certificate of designations (the “REalloys Certificate of Designations”) which was filed with the Secretary of State of Nevada prior to the closing of the REalloys Purchase Agreement.
Among other things, the Additional Debenture was revised to require the Company, upon consummation of the Merger, to either (i) pay to the holders in cash the entire principal amount of the Additional Debenture then outstanding, together with all accrued and unpaid interest thereon, the Exit Fee (as defined in the Additional Debenture) and any other amounts due thereunder, or (ii) issue to the holders such number of shares of Series C Stock for aggregate stated value equal to (x) 3.0 multiplied by (y) the entire principal amount of the Additional Debenture then outstanding, together with all accrued and unpaid interest thereon, the Exit Fee (as defined in the Additional Debenture) and other amounts due thereunder.
On the Trigger Date, the Company shall, at the option of the Company, either (i) pay to the Purchaser in cash all or a portion of the principal amount of the Additional Debenture outstanding on the Trigger Date, together with all accrued and unpaid interest thereon, the exit fee and any other amounts due hereunder or (ii) issue to the Purchaser such number of shares of Series C Preferred Stock of the Company, for aggregate stated value equal to: (x) 3.0 multiplied by (y) all, or such portion, as applicable, of the principal amount of the Additional Debenture outstanding on the Tigger Date, after giving effect to any repayment pursuant to foregoing clause (i), together with all accrued and unpaid interest thereon, the exit fee and other amount due hereunder.
The REalloys Certificate of Designations includes certain Triggering Events (as defined in the REalloys Certificate of Designations), including, among other things, REalloys’ failure to pay any amounts due to the holders of Series X Stock when due.
The holders of Series X Stock are entitled to vote with holders of the REalloys Common Stock on an as-converted basis, with each share of Series X Stock entitling the holder thereof to cast one vote per share of Series X Stock. 14 Table of Contents The REalloys Certificate of Designations includes certain Triggering Events (as defined in the REalloys Certificate of Designations), including, among other things, REalloys’ failure to pay any amounts due to the holders of Series X Stock when due.
Pursuant to the Merger Agreement, the REalloys Warrants are to be assumed by the Company at Closing and will be exercisable for the purchase of Company Common Stock in an amount and at an adjusted Exercise Price based upon the Exchange Ratio. 17 Table of Contents Corporate Information Our principal executive offices are located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240, and our telephone number is (972) 726-9203.
Pursuant to the Merger Agreement, the REalloys Warrants are to be assumed by the Company at Closing and will be exercisable for the purchase of Company Common Stock in an amount and at an adjusted Exercise Price based upon the Exchange Ratio.
Development of the Blackbox System The Blackbox System was launched and made available for use to subscribing customers worldwide in September 2016. The initial product was a web-based platform focused on providing proprietary analytics and broadcast enabled social media for our community of members. In 2022 we launched full-featured native iOS and Android applications.
The initial product was a web-based platform focused on providing proprietary analytics and broadcast enabled social media for our community of members. In 2022, we launched full-featured native iOS and Android applications. Our product offering is comprised of three key elements: stock and options trading analytics, social media interaction, and educational programs and resources.
Data Suppliers We contract with data suppliers and aggregators to provide our subscribers real time access to most major newswires, historical charting data and the real time stock and options data that drive the backend algorithms. 9 Table of Contents Intellectual Property We rely on a combination of trademark and copyright laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product coding and marks.
Intellectual Property We rely on a combination of trademark and copyright laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product coding and marks.
In March of 2025, we initiated a program to expand our product offerings through educational courses targeted to not only current Blackbox members but also non-members including former members. Courses are offered as either free webinars or as paid courses and consist of a series of classes on a specific topic regarding trading in equities or options markets.
We occasionally offer gift cards and promotional discounts on our subscriptions. In March of 2025, we initiated a program to expand our product offerings through educational courses targeted to not only current Blackbox members but also non-members including former members.
Industry partnerships such as the one we have with Options Industry Council, a non-profit entity funded by the Options Clearing Corp. also help provide our members with added educational benefits.
Industry partnerships such as the one we have with Options Industry Council, a non-profit entity funded by the Options Clearing Corp. also help provide our members with added educational benefits. 9 Table of Contents Data Suppliers We contract with data suppliers and aggregators to provide our subscribers real time access to most major newswires, historical charting data and the real time stock and options data that drive the backend algorithms.
We have not historically focused on non-retail traders but we believe that we can offer professional traders unique tools driven off of the Blackbox System. Although the professional market may be more difficult to penetrate, we believe that it will support high margins and greater stability.
We have not historically focused on non-retail traders but we believe that we can offer professional traders unique tools driven from the Blackbox System.
Revenue Model We generate revenue from a software as a service (or SaaS) model whereby members pay either an annual or monthly fee for a subscription to our platform. We do not currently offer more than one level of subscription with varying levels of features.
Revenue Model We generate revenue from a software as a service (or SaaS) model whereby members pay either an annual or monthly fee for a subscription to our platform. We have recently changed our pricing model to a tiered pricing platform that is comprised four different products with either monthly or annual subscriptions.
In order to provide different and more stable revenue streams, we believe it is important for us to use our existing technology base as a basis to develop new revenue streams from professional and institutional customers. 8 Table of Contents Marketing of the Blackbox System We launched our Blackbox System and platform for use in the United States and made it available to subscribers in September 2016.
We are targeting financial institutions to utilize our products, subsets of our systems or even creating bespoke products on their behalf. In order to provide different and more stable revenue streams, we believe it is important for us to use our existing technology base as a basis to develop new revenue streams from professional and institutional customers.
Education We offer all members full access to our curriculum of classes, orientations, and live market sessions. All of our education programs are free to our members. Our curriculum includes classes for beginner, intermediate, and advanced-level traders. We believe education is vital to increasing the probability of our members long term success in the markets.
This feature allows our members to quickly analyze their specific portfolio positions using our powerful mobile application while on the go. Education We offer all members access to a curriculum of classes and orientations, and live market sessions. Many of our education programs are free to our members. Our curriculum includes classes for beginner, intermediate, and advanced-level traders.
The Initial Debenture also included customary representations and warranties, as well as events of default, the occurrence of which would cause the Initial Debenture to bear interest at a default rate of 18% per annum. 11 Additional Debenture At the Additional Closing, it was agreed that the Initial Debenture would be exchanged for the Additional Debenture as senior indebtedness secured by a first priority security interest on substantially all of the assets of the Company.
The Initial Debenture also included customary negative and affirmative covenants, as well as events of default, the occurrence of which would cause the Initial Debenture to bear interest at a default rate of 18% per annum.
Use of the platform is sold on a monthly or annual subscription basis to individual consumers through our website at https://blackboxstocks.com. We believe our Blackbox System subscriptions are priced competitively with similar web-based trading tools although the number of competitors offering limited aspects of what our system provides at lower prices has increased in 2023 and 2024.
Marketing of the Blackbox System We launched our Blackbox System and platform for use in the United States and made it available to subscribers in September 2016. Use of the platform is sold on a monthly or annual subscription basis to individual consumers through our website at https://blackboxstocks.com.
The Amendment amends certain provisions within the Purchase Agreement to reflect such increase in the aggregate principal and subscription amounts of the Debenture. Merger Agreement with REalloys Inc.
The Amendment amended certain provisions within the Purchase Agreement to reflect such increase in the aggregate principal and subscription amounts of the Debenture. On same date, the Company issued to the Purchaser an Amended and Restated Debenture due the Earlier of the Trigger Date and March 15, 2025, in the aggregate principal amount of $550,000 (the “A&R Initial Debenture”).
We also intend to market our technologies to institutional financial companies for integration into their existing products or for sub-licensing to their customers. 6 Table of Contents Recent Technology and Development Initiatives We continually upgrade our platform to provide the best user experience and maximum value for our members.
With thousands of eyes on this data, our members can quickly interact and form a consensus on the trading opportunity at hand. 7 Table of Contents Recent Technology and Development Initiatives We continually upgrade our platform to provide the best user experience and maximum value for our members.
Stockholder Support Agreements As a condition to the parties’ execution of the Merger Agreement, prior to Closing, Company and Gust Kepler will execute an Option Agreement (the “Option Agreement”), pursuant to which the Company shall have the right to call for redemption and Gust Kepler shall have the right to cause Company to redeem all of the issued and outstanding Series A Convertible Preferred Stock of Parent held by Gust Kepler in exchange for shares of Series A Convertible Preferred Stock of Blackbox.io, Inc.
Stockholder Support Agreements As a condition to the parties’ execution of the Merger Agreement, Gust Kepler, a director and the President and Chief Executive Officer of the Company, who holds shares of Company Common Stock and Series A Convertible Preferred Stock, executed a Stockholder Support Agreement (the “Company Stockholder Support Agreement”), pursuant to which Mr.
Palladium Capital Group, LLC served as placement agent for the Debentures. The Company agreed to pay a placement agent fee upon closing of the Debentures equal to 8% of the gross proceeds from the sale of the Debentures.
The Company agreed to pay a placement agent fee upon closing of the Debentures an amount equal to 8% of the gross proceeds from the sale of the Debentures. Such fee was paid through the issuance of a Senior Convertible Debenture Due the Earlier of the Trigger Date and March 10, 2026 in the principal amount of up to $184,000.
At any time prior to the Initial Debenture Maturity Date, the Company could elect to prepay all or a portion of the outstanding amounts due under the Initial Debenture.
At any time prior to the Additional Debenture Maturity Date, the Company can, upon Purchaser’s prior written consent, prepay all or a portion of the outstanding principal due under the Additional Debenture, plus (i) accrued and unpaid interest thereon, plus (ii) the exit fee, and plus (iii) all other sums, if any, that shall have become due and payable thereunder.
The aggregate principal amount of the Additional Debenture was initially agreed to be $2,000,000, to be funded by the Purchasers with (i) $250,000 in principal amount credited from the exchange of Initial Debenture, (ii) $500,000 upon execution and delivery of a Merger Agreement, (iii) $750,000 upon the filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4 (the “Merger Registration Statement”) in connection with the Merger Transaction , and (iv) $500,000 upon the SEC declaring the Merger Registration Statement effective.
On April 24, 2025, the Additional Debenture was increased by $750,000 as a result of the Company filing a registration statement on Form S-4 in connection with the Merger. On June 18, 2025 the Additional Debenture was increased by $250,000 as an advance against the $500,000 tranche due upon the Registration Statement being declared effective by the SEC.
Positive dollar flow indicates a bullish sentiment, where in turn a negative dollar flow would indicate a bearish sentiment. This proprietary BlackBox study breaks down the dollar flow into three expiration time frames from near term, monthly and total.
This proprietary Blackbox study breaks down the dollar flow into three expiration time frames from near term, monthly and total. 0DTE Studies: We enabled options zero days to expire (0DTE) capabilities to many of our custom studies. This allows our users to take advantage of reporting on options that expire each day instead of the traditional monthly expiration.
Removed
All members have full access to all of the features and educational resources of our platform. Monthly subscriptions are currently priced at $99 and annual subscriptions are currently priced at $959 (a discount of $241). We occasionally offer gift cards and promotional discounts on our subscriptions.
Added
Options Basic Options Plus Equities Plus Equities and Options Premium $59 monthly $566.40 annual $79 per monthly $758.40 annual $89 monthly $854.40 annual $149 per month $1,430,.40 annual Real-time Options Flow Algo-based Options Alerts Institutional-grade Charting Daily Options OI changes Options Volume Ratio Scanner Options Heatmap Bullish / Bearish Options Flow Most Active Calls & Puts Real-time News Analyst Ratings Watch List Education Program BlackBox Mobile App Everything in Basic PLUS Dark Pool Data (real-time & historical) Dark Pool Volume Profile Chart Study Multiple Live Options Trading Rooms Team Trades with Entries & Exits Real-time Net Options Delta and Gamma Exposure Exclusive Chart Studies GoNoGo Trend Study Historical Options Flow Data Historical Options Volume, OI, & Volatility Dashboards Premarket, Post Market, & Market Scanners Volume Ratio Scanner Customizable Alert Notifications and Alert Stream Dynamic Discord Community Downloadable Data Real-time Stock Data & Algo scanners Volatility Indicator (Level 2 driven) Volume Ratio Scanner Premarket, Post Market, & Market Scanner Top Gainers & Top Decliners Dark Pool Data (real-time and historical) Dark Pool Volume Profile Chart Study Live Stock and Options Trading Rooms Team Trades with Entries & Exits Exclusive Chart Studies Real-time News, Analyst Ratings, & Watch List Education Program BlackBox Mobile App Dynamic Discord Community Everything in Options Plus Everything in Equities Plus Algo-based Stock and Options Alerts Live Stock and Options Trading Rooms Team Trades with Entries and Exits Dark Pool Data (real-time and historical) Institutional-grade Charting with Exclusive Chart Studies Real-time News, Analyst Ratings, & Watch List Historical Stock and Options Data Education Program BlackBox Mobile App Real-Time Market Volatility Scanner Dynamic Discord Community Downloadable Data Monthly subscriptions are currently priced between $59 and $149 per month and annual subscriptions are currently priced at between $566.40 and $1,430.40.

… 62 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

30 edited+72 added−16 removed138 unchanged
Biggest changeLitigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial costs to the Company. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement.
Biggest changeSecurities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources.
We may remain an “emerging growth company” until as late as December 31, 2026, the fiscal year-end following the fifth anniversary of the completion of our initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.07 billion in annual revenue in any fiscal year, (ii) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period. 28 Table of Contents The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act.
We may remain an “emerging growth company” until as late as December 31, 2026, the fiscal year-end following the fifth anniversary of the completion of our initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.07 billion in annual revenue in any fiscal year, (ii) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period. 25 Table of Contents The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act.
Should they occur, any of these events could adversely affect the stock price of our common shares, or harm our financial condition, results of operations or business prospects. We may have difficulty attracting, motivating and retaining executives and other employees in light of the Merger.
Should they occur, any of these events could adversely affect the price of our common stock, or harm our financial condition, results of operations or business prospects. We may have difficulty attracting, motivating and retaining executives and other employees in light of the Merger.
If a substantial number of data providers were to withdraw or restrict their data and if we are unable to identify and contract with suitable alternative data suppliers and integrate these data sources into our service offerings, our ability to provide solutions and services to our subscribing customers would be materially adversely impacted, which could have a material adverse effect on our business, financial condition, and results of operations. 21 Table of Contents We also integrate into our proprietary applications and use third-party software to maintain and enhance, among other things, content generation and delivery, and to support our technology infrastructure.
If a substantial number of data providers were to withdraw or restrict their data and if we are unable to identify and contract with suitable alternative data suppliers and integrate these data sources into our service offerings, our ability to provide solutions and services to our subscribing customers would be materially adversely impacted, which could have a material adverse effect on our business, financial condition, and results of operations. 20 Table of Contents We also integrate into our proprietary applications and use third-party software to maintain and enhance, among other things, content generation and delivery, and to support our technology infrastructure.
Our failure to meaningfully protect our intellectual property rights could result in competitors offering solutions that incorporate our most technologically advanced features, which could reduce demand for our solutions. 23 Table of Contents We may find it necessary or appropriate to initiate claims or litigation to enforce our intellectual property rights, protect our trade secrets, or determine the validity and scope of intellectual property rights claimed by others.
Our failure to meaningfully protect our intellectual property rights could result in competitors offering solutions that incorporate our most technologically advanced features, which could reduce demand for our solutions. 22 Table of Contents We may find it necessary or appropriate to initiate claims or litigation to enforce our intellectual property rights, protect our trade secrets, or determine the validity and scope of intellectual property rights claimed by others.
Gust C. Kepler, who serves as a director, President and Chief Executive Officer of the Company, beneficially owns more than 50% of the voting power for the election of members of our board of directors. As a result, we are and will continue to be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq rules.
Kepler, who serves as a director, President and Chief Executive Officer of the Company, beneficially owns more than 50% of the voting power for the election of members of our board of directors. As a result, we are and will continue to be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq rules.
Any such increased competition could cause pricing pressure, loss of market share, or decreased customer engagement, any of which could adversely affect our business and operating results. 20 Table of Contents If we are not able to maintain and enhance our reputation and brand recognition, our business, financial conditions and results of operations will be harmed.
Any such increased competition could cause pricing pressure, loss of market share, or decreased customer engagement, any of which could adversely affect our business and operating results. 19 Table of Contents If we are not able to maintain and enhance our reputation and brand recognition, our business, financial conditions and results of operations will be harmed.
Any of the foregoing could harm our competitive position, business, financial condition, results of operations, and prospects. 25 Table of Contents If we cannot license rights to use intellectual property on reasonable terms, we may not be able to commercialize new solutions or services in the future.
Any of the foregoing could harm our competitive position, business, financial condition, results of operations, and prospects. 24 Table of Contents If we cannot license rights to use intellectual property on reasonable terms, we may not be able to commercialize new solutions or services in the future.
We are not currently subject to any material claims from third parties asserting infringement of their intellectual property rights. 22 Table of Contents Intellectual property disputes can be costly to defend and may cause our business, operating results, and financial condition to suffer.
We are not currently subject to any material claims from third parties asserting infringement of their intellectual property rights. 21 Table of Contents Intellectual property disputes can be costly to defend and may cause our business, operating results, and financial condition to suffer.
If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected. 24 Table of Contents If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.
If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected. 23 Table of Contents If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.
If we are unable to generate significant revenue from this or other new products and services, we may incur significant operating losses. We expect to face increasing competition in the market for our platform and services. We face significant competition and we expect such competition to increase.
If we are unable to generate significant revenue from these or other new products and services, we may incur significant operating losses. We expect to face increasing competition in the market for our platform and services. We face significant competition and we expect such competition to increase.
You should not rely on our historical rate of revenue growth as an indication of our future performance. 19 Table of Contents If we do not continue to attract new subscriber customers, or if existing customers do not renew their subscriptions, or renew on less favorable terms, it could have a material adverse effect on our business, financial condition, and results of operations.
You should not rely on our historical rate of revenue growth as an indication of our future performance. If we do not continue to attract new subscriber customers, or if existing customers do not renew their subscriptions, or renew on less favorable terms, it could have a material adverse effect on our business, financial condition, and results of operations.
If the Merger is not completed for any reason, the price of our common shares may decline, and our business, financial condition and results of operations may be impacted to the extent that the market price of our common shares reflects positive market assumptions that the Merger will be completed and the related expected benefits will be realized; based on significant expenses, such as legal, advisory and financial services which generally must be paid regardless of whether the Merger is completed; based on potential disruption of our business and distraction of our workforce and management team and other contemplated transactions under the Merger Agreement (the “Contemplated Transactions”).
If the Merger is not completed for any reason, the price of our common stock may decline, and our business, financial condition and results of operations may be impacted to the extent that the market price of our common stock reflects positive market assumptions that the Merger will be completed and the related expected benefits will be realized; based on significant expenses, such as legal, advisory and financial services which generally must be paid regardless of whether the Merger is completed; based on potential disruption of our business and distraction of our workforce and management team and other contemplated transactions under the Merger Agreement.
The announcement and pendency of the Merger could have an adverse effect on the stock price of our common shares as well as our business, financial condition, results of operations or business prospects. The announcement and pendency of the Merger could disrupt our businesses in negative ways.
The pendency of the Merger could have an adverse effect on the stock price of our common stock as well as our business, financial condition, results of operations or business prospects. The pendency of the Merger could disrupt our businesses in negative ways.
Many of these costs will be payable whether or not the Merger is completed. While it is expected that benefits of the Merger achieved by the Company will offset these transaction costs over time, this net benefit may not be achieved in the short-term or at all, particularly if the Merger are delayed or does not happen at all.
While it is expected that benefits of the Merger achieved by the Company will offset these transaction costs over time, this net benefit may not be achieved in the short-term or at all, particularly if the Merger are delayed or does not happen at all.
The completion of the Merger may trigger certain change in control, consent, assignment or other provisions in agreements to which the Company, its subsidiary Blackbox.io, or REalloys is a party. In addition, the completion of the Merger may trigger certain technical provisions in agreements to which the Company, Blackbox.io or REalloys is a party.
The completion of the Merger may trigger certain change in control, consent, assignment or other provisions in agreements to which the Company, our subsidiary Blackbox Operating, or REalloys is a party. In addition, the completion of the Merger may trigger certain technical provisions in agreements to which the Company, Blackbox Operating or REalloys is a party.
Risks Relating to the Merger The Company will allocate time and resources to effecting the Merger and incur non-recurring costs related to the REalloys Merger. The Company and its management have allocated and will continue to be required to allocate time and resources to effecting the completion of the pending Merger transaction with REalloys and related and incidental activities.
The Company and its management have allocated and will continue to be required to allocate time and resources to effecting the completion of the pending Merger transaction with REalloys and related and incidental activities.
If we were unable to enhance our offerings and network capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to deliver competitive offerings at lower prices, more efficiently, more conveniently, or more securely than our platform offerings, our business, financial condition and results of operations could be adversely affected. 29 Table of Contents
If we were unable to enhance our offerings and network capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to deliver competitive offerings at lower prices, more efficiently, more conveniently, or more securely than our platform offerings, our business, financial condition and results of operations could be adversely affected. 26 Table of Contents Risks Related to the Proposed Merger The Company will allocate time and resources to effecting the Merger and incur non-recurring costs related to the REalloys Merger.
We may have difficulty attracting, motivating and retaining executives and other employees in light of the Merger. Uncertainty about the effect of the Merger on our employees may have an adverse effect. This uncertainty may impair our ability to attract, retain and motivate personnel until the Merger is completed.
We may have difficulty attracting, motivating and retaining executives and other employees in light of the Merger. Uncertainty about the effect of the Merger on our employees may have an adverse effect.
The calculation of the number of Blackboxstocks shares to be issued may be adjusted if there is a change in REalloys share capital between the date of Merger Agreement and Closing.
These combined factors could adversely affect the business, results of operations or financial condition of the Company. The calculation of the number of Blackboxstocks shares to be issued in the Merger may be adjusted if there is a change in REalloys share capital between the date of Merger Agreement and Closing.
The parties may not be permitted to terminate the Merger Agreement because of changes in the exchange ratio. 26 Table of Contents The Merger may not be completed on the terms or timeline currently contemplated, or at all, as Blackboxstocks or REalloys may be unable to satisfy conditions or obtain the approvals required to complete the Merger or such approvals may contain material restrictions or conditions.
The Merger may not be completed on the terms or timeline currently contemplated, or at all, as Blackboxstocks or REalloys may be unable to satisfy conditions or obtain the approvals required to complete the Merger or such approvals may contain material restrictions or conditions. Completion of the Merger is subject to numerous conditions.
As a consequence, in the event that we elect to rely on certain exemptions from the Nasdaq standards provided to “controlled companies,” you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Capital Market.
As a consequence, in the event that we elect to rely on certain exemptions from the Nasdaq standards provided to “controlled companies,” you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Capital Market. 18 Table of Contents Risks Related to Our Business We expect to invest in growing our business, which may cause our sales and marketing, research and development, and other expenses to increase and our margins to decline.
Therefore, if revenues are below our expectations, this shortfall is likely to adversely and disproportionately affect our operating results. Accordingly, we may not attain positive operating margins in future quarters.
Therefore, if revenues are below our expectations, this shortfall is likely to adversely and disproportionately affect our operating results. Accordingly, we may not attain positive operating margins in future quarters. Any of these factors could cause our operating results to be below the expectations of securities analysts and investors, which likely would negatively affect the price of our common stock.
In addition, the Company expects to incur a number of non-recurring costs associated with the Merger, including taxes, legal fees, advisor fees, filing fees, mailing expenses, and financial printing expenses. There can be no assurance that the actual costs will not exceed those estimated and the actual completion of the Merger may result in additional and unforeseen expenses.
In addition, the Company has and expects to continue to incur a number of non-recurring costs associated with the Merger, including taxes, legal fees, advisor fees, filing fees, mailing expenses, and financial printing expenses.
Even if the Company, Blackbox.io or REalloys is able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the Company. Failure to complete the Merger could adversely affect the market price of our common shares as well as our business, financial condition and results of operations.
Even if the Company, Blackbox Operating or REalloys is able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the Company.
Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected time frame or at all, which may adversely affect our business, financial position and results of operations. 27 Table of Contents General Risk Factors If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock, or if our results of operations do not meet their expectations, our stock price and trading volume could decline.
Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected time frame or at all, which may adversely affect our business, financial position and results of operations. There is no assurance when or if the Merger will be completed.
Any of these factors could cause our operating results to be below the expectations of securities analysts and investors, which likely would negatively affect the price of our common stock. 18 Table of Contents W e are a “ controlled company ” within the meaning of the Nasdaq rules and, as a result, qualify for, and may elect to rely on, exemptions from certain corporate governance requirements that provide protection to the stockholders of companies that are subject to such corporate governance requirements.
We are a “ controlled company ” within the meaning of the Nasdaq rules and, as a result, qualify for, and may elect to rely on, exemptions from certain corporate governance requirements that provide protection to the stockholders of companies that are subject to such corporate governance requirements. Gust C.
These products and services are expected to include applications targeted for investors who are not day traders or swing traders and products designed for professional traders. We introduced certain products and services in 2024 and 2025, expect to continue to introduce additional products and services in 2025 and spend significant capital on advertising and marketing of such products and services.
These products and services are expected to include applications targeted for investors who are not day traders or swing traders and products designed for professional traders.
Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.
An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.
The delisting of our common stock would significantly impair our ability to raise capital and the value of your investment. If our shares of securities become subject to the penny stock rules, it would become more difficult to trade our shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
The delisting of our common stock would significantly impair our ability to raise capital and the value of your investment. Fluctuations in our quarterly revenues may cause the price of our common stock to decline.
Removed
Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
Added
We introduced certain products and services in 2024 and 2025 including educational products and expect to continue to introduce additional products and services in 2026 as well as spend significant capital on advertising and marketing of such products and services.
Removed
If we do not maintain a listing on Nasdaq or another national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock.
Added
General Risk Factors If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock, or if our results of operations do not meet their expectations, our stock price and trading volume could decline.
Removed
The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.
Added
There can be no assurance that the actual costs will not exceed those estimated and the actual completion of the Merger may result in additional and unforeseen expenses. Many of these costs will be payable whether or not the Merger is completed.
Removed
In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement.
Added
The parties may not be permitted to terminate the Merger Agreement because of changes in the exchange ratio.
Removed
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares. Fluctuations in our quarterly revenues may cause the price of our common stock to decline.
Added
Failure to complete the Merger could adversely affect the market price of our common stock as well as our business, financial condition and results of operations.
Removed
We do not anticipate paying any cash dividends in the foreseeable future. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
Added
This uncertainty may impair our ability to attract, retain and motivate personnel until the Merger is completed. 27 Table of Contents Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial costs to the Company.
Removed
Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
Added
Any delay in completing the Merger may substantially reduce the potential benefits that Blackboxstocks expects to obtain from the Merger.
Removed
If we do not maintain a listing on Nasdaq or another national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock.
Added
Completion of the Merger is subject to the satisfaction or waiver of a number of conditions, as set forth in the Merger Agreement, including the approval by Blackboxstocks’ stockholders, approval by Nasdaq of Blackboxstocks’ application for the initial listing of Blackboxstocks’ common stock to be issued in connection with the Merger, and other customary closing conditions.
Removed
The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.
Added
There can be no assurance that Blackboxstocks and REalloys will be able to satisfy the closing conditions or that closing conditions beyond their control will be satisfied or waived.
Removed
In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement.
Added
If the conditions are not satisfied or waived, the Merger may not occur or may not be completed within the expected timeframe, and Blackboxstocks may materially and adversely lose some or all of the potential benefits it expects to achieve as a result of the Merger and could result in additional transaction costs or other effects associated with uncertainty about the Merger.
Removed
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.
Added
Blackboxstocks and REalloys can agree at any time to terminate the Merger Agreement, even though Blackboxstocks’ stockholders and/or REalloys’ securityholders have already adopted the Merger Agreement and thereby approved the Merger and the other transactions contemplated by the Merger Agreement. Blackboxstocks and REalloys can also terminate the Merger Agreement under other specified circumstances.
Removed
Risks Related to Our Business We expect to invest in growing our business, which may cause our sales and marketing, research and development, and other expenses to increase and our margins to decline.
Added
In addition, if the Merger Agreement is terminated and our board of directors determines to seek another business combination, it may not be able to find a third party willing to provide equivalent or more attractive consideration than the consideration to be provided by each party in the Merger.
Removed
These combined factors could adversely affect the business, results of operations or financial condition of the Company. The Merger will require REalloys Inc. to apply for an initial listing on Nasdaq which may not be granted.
Added
In such circumstances, our Board of Directors may elect to, among other things, divest all or a portion of Blackboxstocks’ business, or take the steps necessary to liquidate all of Blackboxstocks’ business and assets, and in either case, the consideration that Blackboxstocks receives may be less attractive than the consideration to be received by Blackboxstocks pursuant to the Merger Agreement.
Removed
The Merger is expected to be treated as a reverse merger by Nasdaq which will require the post-Merger Company to apply for an initial listing on the Nasdaq Capital Market. There are numerous listing requirements including but not limited to minimum equity requirements and certain minimum requirements for stockholder holdings and a minimum bid price of $4.00 per share.
Added
The issuance of shares of Blackboxstocks common stock to REalloys stockholders in the Merger will substantially dilute the voting power of current Blackboxstocks stockholders. Having a minority share position will reduce the influence that current stockholders have on the management of Blackboxstocks.
Removed
There can be no assurance that the Company will be able to meet the initial listing requirements of the Nasdaq Capital Market which could result in either the Company’s delisting or termination of the Merger.
Added
Pursuant to the terms of the Merger Agreement, at the Effective Time, Blackboxstocks will issue (or reserve for future issuance) to REalloys stockholders as Merger Consideration: (i) approximately 46,312,574 shares of its common stock, using the assumed Exchange Ratio of 0.3694, (ii) approximately 5,000 shares of Series C Preferred Stock at a ratio of one share of REalloys Preferred Stock to one share of Series C Preferred Stock (which is subject to change depending on the number of outstanding securities of Blackboxstocks and REalloys at the effective time of the Merger), (iii) warrants to purchase up to an aggregate of approximately 4,486,423 shares of Blackboxstocks common stock based on an assumed price of $8.47 per share, the closing price of the Blackboxstocks common stock on Nasdaq on December 26, 2025, and (iv) an aggregate of approximately 355,962 shares of Blackboxstocks common stock as related to the REalloys SAFEs, based on an assumed price of $8.47 per share, the closing price of the Blackboxstocks common stock on Nasdaq on December 26, 2025, in each case after giving effect to the proposed reverse stock split contemplated by the Reverse Stock Split Proposal.
Removed
Completion of the Merger is subject to numerous conditions.
Added
As a result, upon completion of the Merger, the current Blackboxstocks stockholders and holders of certain outstanding options and warrants to purchase shares of Blackboxstocks common stock will hold approximately 4,519,055 pre-reverse stock split shares, which is currently expected to be approximately 7.9% of the fully diluted equity of the post-merger combined company (the “Combined Company”).
Added
Accordingly, the issuance of the shares of Blackboxstocks common stock to REalloys stockholders in the Merger will significantly reduce the ownership stake and relative voting power of each share of Blackboxstocks common stock held by current Blackboxstocks stockholders. Consequently, following the Merger, the ability of Blackboxstocks’ current stockholders to influence the management of Blackboxstocks will be substantially reduced.
Added
For illustrative purposes, the conversion of REalloys’ Preferred Stock into Series C Preferred Stock, would entitle holders of the former REalloys Preferred stock to 500 votes per share of Series C Preferred Stock, to vote in all matters with holders of Blackboxstocks Common Stock.
Added
This illustrative example assumes the 5,000 issued and contingently issuable at December 26, 2025, REalloys Series X Preferred Stock were outstanding and converted to Series C Preferred Stock at a 1:1 ratio, as contemplated in the Merger, with an assumed aggregate Stated Value of $15,000,000 or $3,000 per share, and a hypothetical Nasdaq Minimum Price of Blackboxstocks of $6.00 immediately preceding the Merger.
Added
The number of votes attributable to the Series C Preferred Stock has an inverse relationship to Blackboxstocks’ minimum price immediately preceding the Merger completion.
Added
This example excludes the impacts of potential Make-Whole, dividends in arrears, and any other adjustments to Stated Value as contemplated by terms of the REalloys’ Series X Stock or the Series C Preferred Stock and does not represent an indication or estimate of the expected actual voting impact on completion of the merger.
Added
The issuance, or expected issuance, of Blackboxstocks common stock and Series C Preferred Stock in connection with the Merger could decrease the market price of Blackboxstocks common stock. In connection with the Merger and as part of the Merger Consideration, Blackboxstocks expects to issue shares of Blackboxstocks common stock and Series C Preferred Stock to REalloys stockholders.
Added
The anticipated issuance of Blackboxstocks common stock and Series C Preferred Stock in the Merger may result in fluctuations in the market price of Blackboxstocks common stock, including a stock price decrease.
Added
In addition, the perception in the market that the holders of a large number of shares of Blackboxstocks common stock may intend to sell shares could reduce the market price of Blackboxstocks common stock. 28 Table of Contents CVR holders may not receive any payment on the CVRs, the CVRs may otherwise expire valueless, and the U.S. federal income tax treatment of CVRs in unclear.
Added
Pursuant to the CVR Agreement and the Merger Agreement, holders of each share of Blackboxstocks common stock immediately prior to Closing, will receive a dividend of one contractual contingent value right entitling such holders to receive net proceeds received by Blackboxstocks from any transaction in which the Blackboxstocks or Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to any and all of the assets, rights, and properties owned, used, or useable by Blackbox Operating in connection with or related to the business as conducted by Blackbox Operating and all of the Blackboxstocks rights therein.
Added
The right of Blackboxstocks stockholders to receive any future payment on or to derive any value from the CVRs will be contingent solely upon the achievement of the events specified in the CVR Agreement within the time period specified in the CVR Agreement.
Added
If the payment triggering events are not achieved for any reason within the time period specified in the CVR Agreement, no payments will be made under the CVRs, and the CVRs will expire valueless. Additionally, the U.S. federal income tax treatment of the CVRs is subject to substantial uncertainty.
Added
There is no legal authority directly addressing the U.S. federal income tax treatment of the receipt of, and payments under, the CVRs, and there can be no assurance that the IRS would not assert, or that a court would not sustain, a position that could potentially result in adverse U.S. federal income tax consequences to holders of the CVRs.
Added
The intended benefits of the Merger may not be realized.
Added
The Merger poses risks for Blackboxstocks’ ongoing operations, including, among others: ● that senior management’s attention may be diverted from the management of Blackboxstocks’ current operations and development of its products; ● costs and expenses associated with any undisclosed or potential liabilities; and ● unforeseen difficulties may arise in integrating Blackboxstocks’ business in the Combined Company.
Added
As a result of the foregoing, we may be unable to realize the full strategic and financial benefits currently anticipated from the Merger, and cannot assure that the Merger will be accretive to Blackboxstocks in the near term or at all.
Added
Furthermore, if we fail to realize the intended benefits of the Merger, the market price of the Combined Company’s common stock could decline to the extent that the market price reflects those benefits.
Added
Our stockholders will have experienced substantial dilution of their ownership interests in Blackboxstocks without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.
Added
Because the lack of a public market for REalloys common stock makes it difficult to evaluate the fairness of the Merger, REalloys stockholders may receive consideration in the Merger that is greater than or less than the fair market value of REalloys common stock.

… 38 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed5 unchanged
Biggest changeCompany management under the direction of its Chief Technology Officer are primarily responsible for identifying risks and adopting appropriate policies with respect to those risks. Third parties may be used to augment company resources in this regard including but not limited to resources provided by the Company’s cyber policy insurance carrier.
Biggest changeCompany management under the direction of Brandon Smith, our Chief Technology Officer, is primarily responsible for identifying risks and adopting appropriate policies with respect to those risks. Third parties may be used to augment company resources in this regard including but not limited to resources provided by the Company’s cyber policy insurance carrier.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeItem 2. Properties. We do not own any real estate or other physical properties. Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 in office space leased from Teachers Insurance and Annuity Association of America. During the years ended December 31, 2024 and 2023 we incurred approximately $125,000 and $126,000, respectively, in office rental expense.
Biggest changeItem 2. Properties. We do not own any real estate or other physical properties. Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 in office space leased from Teachers Insurance and Annuity Association of America. During the years ended December 31, 2025 and 2024 we incurred approximately $140,000 and $125,000, respectively, in office rental expense.
Future minimum rental payments under the extended lease are approximately $351,903. We believe that the existing facilities will be adequate to meet our operational requirements through 2025. We believe that all such facilities are adequately covered by appropriate property insurance.
Future minimum rental payments under the extended lease are approximately $260,781. We believe that the existing facilities will be adequate to meet our operational requirements through 2026. We believe that all such facilities are adequately covered by appropriate property insurance.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed4 unchanged
Biggest changeRecent Sales of Unregistered Securities The Company’s sales of unregistered securities during the period covered by the Report have been previously reported as required in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and/or current reports on Form 8-K. 31 Table of Contents
Biggest changeRecent Sales of Unregistered Securities The Company’s sales of unregistered securities during the period covered by the Report have been previously reported as required in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and/or current reports on Form 8-K. 34 Table of Contents Item 6. [Reserved] Not required.
The number of registered stockholders excludes any estimate by us of the number of beneficial owners of shares of Common Stock held in “street name.” As of March 20, 2025, we had 3,602,874 shares of our Common Stock issued and outstanding.
The number of registered stockholders excludes any estimate by us of the number of beneficial owners of shares of Common Stock held in “street name.” As of February 19, 2026, we had 4,480,437 shares of our Common Stock issued and outstanding.
Holders Records of Securities Transfer Corporation, our transfer agent, indicate that as of March 20, 2025, we had 618 record holders of our Common Stock.
Holders Records of Securities Transfer Corporation, our transfer agent, indicate that as of February 19, 2026, we had 609 record holders of our Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

25 edited+106 added−22 removed21 unchanged
Biggest changeDuring the period ended December 31, 2023, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate ranging from 3.73% to 4.44%, expected volatility ranging from 130% to 140% based on the volatility of the Company’s common stock, various exercise prices, and terms of 10 years.
Biggest changeShare-Based Payment All share-based payments to employees, directors and contractors, including grants of stock options, restricted shares or warrants, are recognized in the statement of operations based on their fair values at the time of grant in accordance with ASC Topic 718, Compensation - Stock Compensation. 43 Table of Contents During the year ended December 31, 2025, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of 4.43%, expected volatility of 153% based on the volatility of the Company’s common stock, exercise price of $3.46, and terms of 10 years.
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the results of financial condition and results of operations for the fiscal years ended December 31, 2024 and 2023 should be read in conjunction with our financial statements, and the notes to those financial statements that are included elsewhere in this Form 10-K.
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the results of financial condition and results of operations for the fiscal years ended December 31, 2025 and 2024 should be read in conjunction with our financial statements, and the notes to those financial statements that are included elsewhere in this Form 10-K.
Summary of Significant Accounting Policies Use of Estimates The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP.
Summary of Significant Accounting Policies Use of Estimates The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP. Actual results could differ from those estimates.
Key Events and Recent Developments On March 10, 2025, the Company entered into a Merger Agreement with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and REalloys Inc.
Key Events and Recent Developments Agreement and Plan of Merger On March 10, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”).
Actual results could differ from those estimates. 33 Table of Contents Fair Value of Financial Instruments The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement , defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires certain disclosures about fair value measurements.
Fair Value of Financial Instruments The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement , defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires certain disclosures about fair value measurements.
The primary costs of operating our platform include data feeds of real time prices from exchanges, news feeds, personnel costs of our moderators as well as general system expenses. For the year ended December 31, 2024, our operating expenses decreased from $6,737,505 in 2023 to $4,438,727 in 2024.
The primary costs of operating our platform include data feeds of real time prices from exchanges, news feeds, personnel costs of our moderators as well as general system expenses. For the year ended December 31, 2025, our operating expenses increased from $4,438,727 in 2024 to $5,194,414 in 2025.
There can be no assurance that the Company will be able to do so or on what terms. Results of Operations Comparison of Years Ended December 31, 2024 and 2023 For the years ended December 31, 2024 and 2023, the Company’s revenue was $2,566,946 and $3,106,026, respectively.
There can be no assurance that the Company will be able to raise capital or do so on acceptable terms. Results of Operations Comparison of Years Ended December 31, 2025 and 2024 For the years ended December 31, 2025 and 2024, the Company’s revenue was $2,431,233 and $2,566,946, respectively.
Advertising and marketing expenses declined by $193,528 in 2024 as compared to 2023. 2024 Advertising and marketing expenses of $436,456 declined as we continue to seek higher returns on our digital marketing expenses while social media platforms continue to modify their systems.
Advertising and marketing expenses declined by $164,298 in 2025 as compared to 2024. 2025 Advertising and marketing expenses of $272,158 declined as we continue to seek higher returns on our digital marketing expenses while social media platforms continue to modify their systems.
Cash flows used in investing activities excluding marketable securities were $1,100,000 and $2,605 for the years ended December 31, 2024 and 2023, respectively, and were related primarily to the issuance of a note in 2024 and the purchase of server equipment and office furniture in 2023.
Cash flows used in investing activities excluding marketable securities were $0 and $(1,096,697) for the years ended December 31, 2025 and 2024, respectively, and were related primarily to the issuance of a note in 2024.
There can be no assurance that the Merger with REalloys will be completed and the related financing will be received. The Company has historically been able to raise capital in order to fund its operations and on January 31, 2025, the Company filed a shelf registration statement on Form S-3 for the sale of up to $50,000,000 of securities.
There can be no assurance that the Company will be able to raise any capital or on what terms. On January 31, 2025, the Company filed a shelf registration statement on Form S-3 for the sale of up to $50,000,000 of securities.
The Company incurred negative cash flow from operations of $(705,725) for the year ended December 31, 2024 as compared to negative cash flow from operations of $(3,166,067) in the prior year.
Liquidity and Capital Resources At December 31, 2025, the Company had cash of $39,158. The Company incurred negative cash flow from operations of $(3,160,133) for the year ended December 31, 2025 as compared to negative cash flow from operations of $(705,725) in the prior year.
Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.
All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.
The year ended December 31, 2023 included other income of $575,000 related to the extension agreement for the Evtec Share Exchange transaction executed with the Evtec Companies. 35 Table of Contents EBITDA (Non-GAAP Financial Measure) We report our financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
For the year ended December 31, 2024 included other expense related primarily to financing costs on merchant cash advances. 44 Table of Contents EBITDA (Non-GAAP Financial Measure) We report our financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “BLBX.” Our corporate website is located at https://blackboxstocks.com .
Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 and our telephone number is (972) 726-9203. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “BLBX.” Our corporate website is located at https://blackboxstocks.com .
Reconciliation of net loss to EBITDA Year ended December 31, 2024 2023 Net loss $ (3,471,227 ) $ (4,664,455 ) Adjustments: Interest expense and financing costs 132,571 633 Investment income (348 ) (58,849 ) Depreciation and amortization expense 16,031 43,410 Stock based compensation 368,662 1,454,062 Total Adjustments 516,916 1,439,256 EBITDA $ (2,954,311 ) $ (3,225,199 ) Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements.
Reconciliation of net loss to EBITDA Year ended December 31, 2025 2024 Net loss $ (4,426,116 ) $ (3,471,227 ) Adjustments: Interest expense and financing costs 460,826 132,571 Depreciation and amortization expense 5,363 16,031 Stock based compensation 1,313,852 368,662 Total Adjustments 1,780,041 517,264 EBITDA $ (2,646,075 ) $ (2,953,963 ) Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements.
For the year ended December 31, 2024, the Company incurred an operating loss of $3,309,063 and a net loss of $3,471,226 as compared to an operating loss of $5,297,671 and a net loss of $4,664,455 for the year ended December 31, 2023. Cash flows used in operations totaled $1,095,776 for the year ended December 31, 2024.
For the year ended December 31, 2025, the Company incurred an operating loss of $3,724,783 and a net loss of $4,092,609. In addition, for the year ended December 31, 2024, the Company incurred an operating loss of $3,309,064 and a net loss of $3,471,227. Cash flows used in operations totaled $3,160,133 for the year ended December 31, 2025.
The Company believes that REalloys will be able to raise substantial capital and has completed a financing that will provide $5,000,000 upon completion of the Merger. Closing of the Merger is subject to various customary closing conditions including but not limited to the SEC declaring the registration statement effective, approval of REalloys initial listing application by Nasdaq, and stockholder approval.
The Company has historically been able to raise capital to fund its operations and believes that the Combined Company will have greater access to capital in order to fund the operations of Blackboxstocks and REalloys. Closing of the Merger is subject to various customary closing conditions including but not limited to approval of REalloys initial listing application by Nasdaq.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. On March 10, 2025, the Company entered into a Merger Agreement with its wholly owned Merger Sub and REalloys.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. As discussed above, the Company is in the process of completing its proposed Merger with REalloys.
Our web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the trading price of a stock or option. Our Blackbox System continuously scans the NASDAQ, NYSE, CBOE, and other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second.
Our Blackbox System continuously scans the NASDAQ, NYSE, CBOE, and other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second.
Gross margin for the year ended December 31, 2024 was $1,129,663 or 44.0% of revenues as compared to gross margin for the year ended December 31, 2023 of $1,439,834 or 46.4% of revenues. The decrease in the gross margin percentage from 2023 to 2024 was due to a slightly lower average revenue per subscriber and poorer fixed cost absorption.
Gross margin for the year ended December 31, 2025 was $1,166,124 or 48.0% of revenues as compared to gross margin for the year ended December 31, 2024 of $1,129,663 or 44.0% of revenues. The increase in the gross margin percentage from 2024 to 2025 was due to lower costs on certain data feeds.
Many of the expenses may be incurred even if the Merger with REalloys is not consummated. The company filed a shelf registration statement on Form S-3 for the sale of up to $50,000,000 of securities.
On January 31, 2025, the Company filed a shelf registration statement on Form S-3 for the sale of up to $50,000,000 of securities. On July 1, 2025 the Company entered into the ATM Agreement with Alexander Capital.
Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through our website 32 Table of Contents Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 and our telephone number is (972) 726-9203.
Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through our website. Educational seminars are sold on an individual basis for each class and are offered from time to time.
There can be no assurance that the Company will be able to raise any capital or on what terms. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.
The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. 42 Table of Contents Recently Issued Accounting Pronouncements During the year ended December 31, 2025 and through February 19, 2026, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”).
For additional information on the Merger and the transactions contemplated thereby, refer to “Recent Developments” included in Part I, Item 1 “Business”, of this Form 10-K. Overview We are a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels.
Overview We are a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the trading price of a stock or option.
Cash flows from financing for the year ended December 31, 2024 was $1,346,761 and consisted primarily of $1,200,000 of proceeds from the issuance of common stock and net proceeds from merchant cash advances of $175,783. 34 The Purchase Agreement between the Company and Five Narrow Lane LP provides for financing of up to an aggregate principal amount of $2,300,000 of which $1,050,000 has been received.
Cash flows from financing for the year ended December 31, 2025 was $3,182,255 and consisted primarily of $1,990,000 of proceeds from the issuance of debentures and net proceeds from the sale of common stock under the terms of the ATM Agreement of $1,493,022. These were partially offset by payments of $290,175 for merchant cash advances.
Removed
Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, REalloys will merge with and into Merger Sub, Merger Sub will cease to exist and REalloys will become a wholly-owned subsidiary of the Company.
Added
The Merger Agreement contains customary representations, warranties and covenants of the Company, Merger Sub and the REalloys, including, among others, (i) covenants requiring each of the Company and REalloys to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the Closing or earlier termination of the Merger Agreement, subject to certain exceptions, (ii) a covenant prohibiting the Company from engaging in certain kinds of transactions during such period (without the prior written consent of the REalloys), and (iii) a covenant restricting Company and REalloys from activities relating to the soliciting, initiating, encouraging, inducing or facilitating the communication, making, submission or announcement of any alternative acquisition proposals or inquiries.
Removed
At the Closing of the Merger, the holders of capital stock and outstanding instruments convertible into or exercisable for capital stock of REalloys will receive shares of common and preferred stock of the Company, $0.001 par value, based on an Exchange Ratio formula in the Merger Agreement or as otherwise agreed to in the Merger Agreement, which is subject to adjustment in the event the parties raise capital in excess of certain thresholds.
Added
The Merger Agreement also required the Company, in cooperation with the REalloys, to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a proxy statement relating to a Company stockholder meeting held in connection with the Merger (the “Registration Statement”) pursuant to which shares of Company Common Stock were registered under the Securities Act of 1933, as amended (the “Securities Act”), to be issued by virtue of the Merger and the contemplated transactions thereunder.
Removed
Immediately following Closing, based upon the Exchange Ratio, pre-Closing stockholders of the Company are expected to collectively retain approximately 7.3% of the post-Close aggregate Company Common Stock and holders of REalloys capital stock and instruments convertible into or exercisable for capital stock of the REalloys will receive as merger consideration newly issued shares of Company Common Stock representing approximately 92.7% of the post-Close aggregate as common and preferred stock of the Company.
Added
In addition, under the Merger Agreement, the parties agreed to other customary provisions including (i) obtaining requisite stockholder approval to consummate the Merger and the contemplated transactions thereunder, (ii) obtaining regulatory approvals from relevant governmental authorities, (iii) indemnifying the directors and officers of the Company for a period of six years following the Closing, (iv) completing certain disclosure obligations required by the SEC and listing requirements promulgated by the Nasdaq Capital Market (“Nasdaq”), (v) electing or appointing to the positions of officers and directors of Company and the surviving corporation certain persons designated by REalloys, (vi) executing employment agreements between the Company and Lipi Sternheim and David Argyle, (vii) Company adopting a new stock incentive plan reserving not more than 15% of the fully-diluted, outstanding interest of the Company immediately following the Merger for issuance, and (viii) allocating funds received by Company pursuant to sales, issuances, grants or other dispositions of Company Common Stock, during the period between the Merger Agreement and Closing, under that certain Registration Statement on Form S-3 (File No. 333-284626) filed with the SEC on January 31, 2025 which became effective on February 10, 2025. 35 Table of Contents Closing of the Merger is subject to various customary closing conditions.
Removed
In addition, the Company entered into a Securities Purchase Agreement dated with Five Narrow Lane LP, on January 17, 2025 (which was later amended on January 27, 2025 pursuant to which the Company agreed to issue, and Five Narrow Lane LP agreed to purchase, a series of debentures (the “Purchase Agreement”).
Added
Each party’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are conditioned upon (i) the effectiveness of the Registration Statement on Form S-4, (ii) expiration or termination of applicable regulatory waiting periods, (iii) no restraints from any governmental authority preventing the consummation of the contemplated transactions under the Merger Agreement, (iv) the Company and REalloys obtaining their respective requisite stockholder votes to consummate the transactions contemplated by the Merger Agreement, (v) Nasdaq’s approval of the Company’s Nasdaq listing application for the post-Merger entity, (vi) execution of Lock-Up Agreements (as further described below), (vii) execution of a Stock Purchase Agreement by and between Gust Kepler and Lipi Sternheim whereby Gust Kepler shall agree to sell certain shares of Company Series A Convertible Preferred Stock to Lipi Sternheim contingent upon and effective concurrently with Closing, and (viii) the filing of an amendment to Company’s charter with the Secretary of State of the State of Nevada, containing such amendments necessary to consummate the transactions contemplated by the Merger Agreement.
Removed
The Purchase Agreement provides for financing of up to an aggregate principal amount of $2,300,000 of which $1,050,000 has been received. An additional $750,000 will be funded upon filing of a Merger Registration Statement, and an additional $500,000 will be funded when the Merger Registration Statement is declared effective by the SEC.
Added
Company’s and Merger Sub’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned upon customary closing conditions as well as REalloys having sufficient stockholder’s equity as necessary for the Company to meet Nasdaq listing requirements.
Removed
Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000.
Added
REalloys’ obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned upon customary closing conditions as well as (i) the Company’s execution of an Option Agreement (as further described below), (ii) the Company’s consummation of a Company Financing and issuance of $2,300,000 of Additional Debentures to the satisfaction of the REalloys (as further described below), (iii) the Company having Net Cash (as defined in the Merger Agreement) equal to or in excess of negative $2.69 million, and (iv) the Company filing the Certificate of Designations establishing a class of Company preferred stock to be designated Series C Convertible Preferred Stock (as further described below).
Removed
Recently Issued Accounting Pronouncements During the year ended December 31, 2024 and through March 20, 2025, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company.
Added
Following the Closing, the Company is expected to be renamed “REalloys Inc.,” and it is expected that the shares of Company Common Stock will continue to be listed on Nasdaq. Palladium Capital Group, LLC served as the exclusive financial advisor in connection with the above transactions.
Removed
Share-Based Payment All share-based payments to employees, directors and contractors, including grants of stock options, restricted shares or warrants, are recognized in the statement of operations based on their fair values at the time of grant in accordance with ASC Topic 718, Compensation - Stock Compensation.
Added
Stockholder Support Agreements As a condition to the parties’ execution of the Merger Agreement, Gust Kepler, a director and the President and Chief Executive Officer of the Company, who holds shares of Company Common Stock and Series A Convertible Preferred Stock, executed a Stockholder Support Agreement (the “Company Stockholder Support Agreement”), pursuant to which Mr.
Removed
No options or warrants were issued by the Company for the year ended December 31, 2024 Liquidity and Capital Resources At December 31, 2024, the Company had cash of $17,036.
Added
Kepler agreed to vote his shares of Company Common Stock and Series A Convertible Preferred Stock in favor of (i) the approval of the Merger Agreement and transactions contemplated therein, (ii) if deemed necessary by the Company, an amendment to the Company’s certificate of incorporation to effect a forward or reverse split of the outstanding Company Common Stock if necessary, (iii) the issuance of Company Common Stock in accordance with Nasdaq Listing Rule 5635, and (iv) against any competing proposals.
Removed
Investing activities for the year ended December 31, 2023 included the liquidation of $3,213,325 of marketable securities consisting of certain debt funds, and the purchase and sales of marketable securities that was done in a company trading account with less than $100,000 that was used to research and demonstrate certain trading tactics used on our platform.
Added
In addition, as a condition to the parties’ execution of the Merger Agreement, holders of at least 50.1% of the outstanding shares of capital stock of the REalloys executed a Stockholder Support Agreement (the “REalloys Stockholder Support Agreements”), pursuant to which such holders agreed to vote all of their shares of capital stock of the REalloys in favor of the approval of the Merger Agreement and transactions contemplated therein.
Removed
We expect capital expenditures to remain moderate for 2025 in order to maintain our current operations.
Added
Lock-Up Agreements As a condition to the parties’ execution of the Merger Agreement, prior to Closing, all officers, directors and stockholders of the REalloys will execute lock-up agreements (the “Lock-Up Agreements”), which among other things (i) prohibit such parties from engaging in certain sale and other transfer transactions relating to the Company Common Stock and securities convertible, exercisable or exchangeable therefor, without the prior written consent of the Company for a period of 180 days after the Closing and (ii) for 180 days thereafter, further prohibits such parties from engaging certain transactions representing more than 10% of each party’s record or beneficial ownership of the Company in any one month.
Removed
An additional $750,000 is expected to be funded upon filing of a Merger Registration Statement, and an additional $500,000 will be funded when such Merger Registration Statement is declared effective by the SEC.
Added
Option Agreement As a condition to the parties’ execution of the Merger Agreement, prior to Closing, the Company and Gust Kepler will execute an Option Agreement (the “Option Agreement”) pursuant to which the Company shall have the right to call for redemption and Gust Kepler shall have the right to cause Company to redeem all of the issued and outstanding Series A Convertible Preferred Stock of Parent held by Gust Kepler in exchange for shares of Series A Convertible Preferred Stock of Blackbox.io, Inc.
Removed
The funds received under the Purchase Agreement will be used (in part) to pay for expenses relating to the Merger Agreement including legal, accounting, filing, financial printing and other fees. There can be no assurance that the Merger with REalloys will be completed and the related financing will be received.
Added
(“Blackbox Operating”), a Delaware corporation and wholly owned subsidiary of Parent, which was organized to conduct historical Blackbox operations of the Company. Contingent Value Rights Agreements At the Closing, the Company, a representative of the Company stockholders, and a to be appointed Rights Agent, will enter into a Contingent Value Rights Agreement (the “CVR Agreement”).
Removed
Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000.
Added
Pursuant to the Merger Agreement and the CVR Agreement, each share of Company Common Stock held by Parent stockholders as of a record date immediately prior to the Closing will receive a dividend of one contingent value right (“CVR”) entitling such holders to receive, in connection with certain transactions involving Blackbox Operating (a “CVR Transaction”), an amount equal to the net proceeds actually received by the Company at the closing of such transaction.
Removed
There can be no assurance that the Company will be able to raise any capital or on what terms pursuant to the shelf registration statement. As noted above, the Company may need to raise additional debt or equity capital in order to fund its operations.
Added
A CVR Transaction is generally a transaction pursuant to which (i) the Company or Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to the Blackbox Operating assets, or other monetizing event of all or any part of the Blackbox Operating assets and (ii) the Company receives or Blackbox Operating determines to distribute net proceeds from such transaction as a dividend to its stockholders. 36 Table of Contents The CVR payment obligations will expire the date that is 24 months following the Closing.
Removed
The decrease of $539,080 or 17.4% was driven primarily by a decline in subscribers which we believe was due to a number of factors including an increase in competition from both legitimate competitors and illegitimate competitors. Illegitimate competitors include sites or chat rooms that sell pirated data from companies such as (and including) Blackbox.
Added
The CVRs will not be transferable, except in certain limited circumstances, will not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange. There is no guarantee that any CVR Transaction or payment pursuant thereto will be earned.
Removed
Our average subscriber count for the year ended December 31, 2024 was 2,998 or 12.1% lower than the year ended December 31, 2023. Average monthly revenue per subscriber was $72.24 per month for the year ended December 31, 2024 as compared to $75.88 for the year ended December 31, 2023.
Added
Certificate of Designations for Series C Preferred Stock Under the terms of the Merger Agreement, as a condition to Closing, the Company will file a Series C Certificate of Designations with the Secretary of State of the State of Nevada establishing a class of Company preferred stock to be designated Series C Convertible Preferred Stock, par value $0.001 per share, stated value $3,000 per share, which is expected to be issued as partial consideration in the Merger.
Removed
The Company continues to run periodic promotions that offer discounts from our regular monthly subscription of $99.97 and annual subscription price of $959.00. This included a Cyber Monday/Black Friday promotion of a 2-year membership for $1,198 in 2023.
Added
Under the agreed form of the Series C Certificate of Designations, all shares of capital stock of the Company rank pari passu or junior to the Series C Preferred Stock, with respect to preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.
Removed
This decrease of $2,298,778 or 34.1% was due to substantially lower expenses in most operating areas. Software development expenses declined by $505,776 as 2023 expenses included expenditures related to the release of our mobile application, Stock Nanny. We expect our development expenses in 2025 to remain at their current level.
Added
The Series C Preferred Stock is convertible into shares of Company Common Stock at the election of the holder at any time at a conversion price to be equal to 100% of the lesser of (i) the closing price of the Company Common Stock on the trading day immediately prior to the closing of the Merger and (ii) the closing price of the Company Common Stock on the date the Companies obtain stockholder approval for issuance of the Series C Preferred Stock and Company Common Stock into which it convert (the “Series C Stockholder Approval”).
Removed
We expect to spend substantial capital in marketing Stock Nanny once we have raised sufficient funds to do so. Our selling, general and administrative costs decreased by $1,572,095 or 30.6% to $3,568,296 for the year ended December 31, 2024. Lower stock-based compensation accounted for $1,085,400 of the decline while employee and outside consulting compensation also decreased by a combined $454,318.
Added
The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like (subject to certain exceptions).
Removed
Legal fees increased by $278,614 in 2024 due to costs incurred in connection with the Evtec Share Exchange transaction which was terminated in January 2025. For the year ended December 31, 2024, other expense was $162,163 as compared to other income of $613,216 for the year ended December 31, 2023.
Added
At any time after issuance of the Series C Preferred Stock, to the extent the Company raises capital in any financing with gross proceeds in excess of $3 million, the Company is required to use one-third of such gross proceeds to redeem all or any portion of the Series C Preferred Stock then outstanding.
Removed
The 2024 expense was comprised primarily of financing expense related to merchant cash advances.
Added
The amortization payments due upon such redemption are payable by the Company in cash at a price equal to the product of (i) 110% and (ii) the stated value of the shares of Series C Preferred Stock being redeemed plus any and all accrued and unpaid dividends on such shares of Series C Preferred Stock.
Added
The holders of the Series C Preferred Stock will be entitled to dividends of 2.5% per annum, compounded each calendar month, which are payable in arrears monthly in cash, “in kind” in the form of additional shares of Series C Preferred Stock, or in a combination thereof, at the holder’s discretion, in accordance with the terms of the Series C Certificate of Designations.
Added
Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series C Certificate of Designations and described below), the Series C Preferred Stock accrues dividends at a rate of 15% per annum.
Added
Upon conversion or redemption, the holders of shares of Series C Preferred Stock will be also entitled to receive a dividend make-whole payment, assuming for calculation purposes that stated value of such Series C Preferred Stock remained outstanding through and including the date of conversion or redemption of all the shares of Series C Preferred Stock.
Added
The holders of Series C Preferred Stock will be entitled to vote with holders of the Company Common Stock on an as-converted basis, with the number of votes to which each holder of Series C Preferred Stock is entitled to be calculated as the stated value of such share of Series C Preferred Stock divided by the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) immediately preceding the Subscription Date (as defined in the Series C Certificate of Designations), subject to certain beneficial ownership limitations as set forth in the Series C Certificate of Designations.
Added
Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization payments and dividend make-whole payments using shares of Company Common Stock is subject to certain limitations set forth in the Series C Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company has obtained the Series C Stockholder Approval.
Added
Further, the Series C Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Company Common Stock issuable upon conversion of the Series C Preferred Stock or as part of any amortization payment or dividend make-whole payment under the Series C Certificate of Designations.
Added
The Series C Certificate of Designations includes certain Triggering Events (as defined in the Series C Certificate of Designations), including, among other things, the suspension from trading or failure of the Company Common Stock to be trading or listed on an Eligible Market (as defined in the Series C Certificate of Designations) for a period of five consecutive trading days and the Company’s failure to pay any amounts due to the holders of Series C Preferred Stock when due.
Added
In connection with a Triggering Event, each holder of Series C Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s shares of Series C Preferred Stock at a premium set forth in the Series C Certificate of Designations.
Added
The Company will be subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the maturity of indebtedness, preservation of existence, maintenance of properties, maintenance of insurance, transactions with affiliates, among other matters.
Added
There is no established public trading market for the Series C Preferred Stock and the Company does not intend to list the Series C Preferred Stock on any national securities exchange or nationally recognized trading system. 37 Table of Contents As described below, Series C Preferred Stock will be issued upon consummation of the Merger as consideration for certain outstanding shares of Series X Stock (as defined below) of REalloys and, at the option of the holders of the Additional Debenture issued in connection with the Company Financing (described below), in exchange for satisfaction of certain Company obligations under the terms of the Additional Debenture.
Added
First Amendment to Agreement and Plan of Merger On July 1, 2025, Blackboxstocks, Merger Sub and REalloys entered into a First Amendment to Agreement and Plan of Merger in order to reflect Blackboxstocks’ intent to conduct an at-the-market offering of its common stock, pursuant to which up to 250,000 shares of Blackboxstocks common stock may be sold and issued without affecting the calculation of Company Merger Shares (as defined in the Merger Agreement) to be issued in the Merger.

… 73 more changes not shown on this page.

Other BLBX 10-K year-over-year comparisons