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What changed in BLACKBOXSTOCKS INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of BLACKBOXSTOCKS INC.'s 2023 and 2024 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 2024 report.

+214 added−146 removedSource: 10-K (2025-03-21) vs 10-K (2024-04-01)

Top changes in BLACKBOXSTOCKS INC.'s 2024 10-K

214 paragraphs added · 146 removed · 102 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

27 edited+82 added−21 removed83 unchanged
Biggest changeThe Share Exchange Agreement contains customary representations, warranties and covenants of the Company and Evtec Aluminium, including, among others, (i) a covenant to issue contractual contingent value rights agreements (each a “Contingent Value Rights Agreement” to each holder of Company Common Stock immediately prior to Closing (described below), (ii) if mutually agreed, the Company will use commercially reasonable efforts to effect a reverse stock split of its common stock, (iii) organize Blackbox Operating and contribute all current pre-Closing business assets of the Company to Blackbox Operating and cause Blackbox Operating to assume all pre-Closing business liabilities of the Company, subject to certain reservations, and (iv) covenants that require each of the Company and Evtec Aluminium to (A) conduct its business in the ordinary course during the period between the execution of the Share Exchange Agreement and the Closing or earlier termination of the Share Exchange Agreement, subject to certain exceptions, and (B) not engage in certain kinds of transactions during such period (without the prior written consent of the other).
Biggest changeThe 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.
Our development efforts in 2023 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 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.
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.
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.
This newfound interest in the market was very positive for us as our user base grew rapidly ind2021. The combination of an influx of new investors as well as the tendency for those new investors to gravitate towards innovative financial technology have been positive long term macro-economic trends for us.
This newfound interest in the market was very positive for us as our user base grew rapidly in 2021. The combination of an influx of new investors as well as the tendency for those new investors to gravitate towards innovative financial technology have been positive long-term macro-economic trends for us.
Go/No-Go Study: We added the GoNoGo Trend ® indicator that provides a simple colored study available in our charts that displays the strength of a stock’s momentum using multiple technical factors.
Go/No-Go Study: The GoNoGo Trend ® indicator provides a simple colored study available in our charts that displays the strength of a stock’s momentum using multiple technical factors.
We believe our relationship with large well-known brokerage firms enhance our credibility and provide added value to our members. Among these partnerships are marketing agreements with E*TRADE and TastyTrade whereby these firms provide us with a referral fee for new accounts that we bring to them as well as offering our members discounted commissions on options trades.
We believe our relationship with large well-known brokerage firms enhance our credibility and provide added value to our members. Among these partnerships are marketing agreements with firms that provide us with a referral fee for new accounts that we bring to them as well as offering our members discounted commissions on options trades.
Companies with social media platforms dedicated to financial markets include Stock Twits and Wall Street Bets. Employees As of March 28, 2024, the Company had ten full-time employees. We also currently have eighteen 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 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.
We incurred $187,781 and $379,353 in customer referral expenditures in each of the years ended December 31, 2023 and 2022, 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, 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.
Our advertising and marketing expense was $629,984 and $1,468,702 for the years ended December 31, 2023 and 2022, respectively. We significantly reduced the amount of our digital marketing spend during 2023 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, 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.
The CVR payment obligations will expire on the second anniversary 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 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.
Due to these higher fees, most applications such as Blackbox are unable to provide access to their systems as it is not economically viable. We now have a new onboarding system that allows us to provide professional traders the ability to use our system. Brokerage Integrations We have trading integrations with the online brokerages E*Trade and TradeStation.
Due to these higher fees, most applications such as Blackbox are unable to provide access to their systems as it is not economically viable. We now have a new onboarding system that allows us to provide professional traders the ability to use our system.
This app will be designed to integrate with online brokerage platforms and allow the user to import their current stock positions and stocks on their watchlist into our app. We believe these alerts will be extremely useful for portfolio management, loss mitigation, and other investment strategies.
This app integrates with online brokerage platforms and allows the user to import their current stock positions and stocks on their watchlist into our app. We believe these alerts will be extremely useful for portfolio management, loss mitigation, and other investment strategies. The app provides extensive menu options to allow the user to customize this application to their specific needs.
Pursuant to the Share Exchange Agreement and the Contingent Value Rights Agreement, each share of Company common stock held by Company 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, or in the event that the Option Agreement is exercised, its pro-rata portion of the aggregate number of shares of Blackbox Operating common stock held by the Company at the time the Option Agreement is exercised.
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.
Stock Nanny We are currently developing a new product named Stock Nanny in the form of a mobile app for iOS and Android that will provide 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 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.
The referral fees are not currently material to our revenue but we believe the that our initial relationship with these firms is significant and provides us with an opportunity to expand these relationships to bring greater value to our members. We have agreements with E*Trade and TradeStation permitting the integration of our platform with their brokerage platforms.
The referral fees are not currently material to our revenue but we believe the that our initial relationship with these firms is significant and provides us with an opportunity to expand these relationships to bring greater value to our members.
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 2023: ● Added GoNoGo Trend® indicator ● Added Team Trades Push Alerts ● Added Ability to Create and Manage Watchlists in the Mobile Application ● Optimized and Improved the Mobile Version of the Website ● Added a Pro Tier ● Added Additional Filters and Layouts to Extend Functionality of the Application In 2022 and 2023, we added several new proprietary and advanced studies to the Blackbox system 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. 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.
We expect to release this product in 2024. 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 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.
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; or (ii) the exercise of that certain Option Agreement.
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.
Following the Closing, the Company will change its name to Evtec Holdings, Inc. and it is expected that the shares of common stock of the combined organization will be listed on the Nasdaq Capital Market.
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.
We plan to provide extensive menu options to allow the user to customize this application to their specific needs. This will be a stand-alone product and we plan to target all self-directed retail investors, not just day traders or swing traders allowing the Company to address a much broader segment of the market.
This is a stand-alone product and targets all self-directed retail investors, not just day traders or swing traders allowing the Company to address a much broader segment of the market.
We are targeting financial institutions to utilize our products, subsets of our systems or even creating bespoke products on their behalf. Poor market performance in 2022 presented significant challenges to retail oriented companies in our industry including us.
We are targeting financial institutions to utilize our products, subsets of our systems or even creating bespoke products on their behalf.
We currently maintain servers connected with our stock and options data provider and utilize an Amazon Web Services (AWS) network as a backup. 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.
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.
Option Agreement As a condition to the parties’ execution of the Share Exchange Agreement, the Company and Mr. Kepler will execute an Option Agreement (the “Option Agreement”), pursuant to which the Company will have the right to call for redemption and Mr.
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.
Contingent Value Rights Agreements At the Closing of the Share Exchange Agreement transaction, the Company, a representative of the Company stockholders prior to the Closing, and a to be appointed Rights Agent, will enter into a Contingent Value Rights Agreement.
(“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”).
Upon the terms and subject to the satisfaction of the conditions described in the Share Exchange Agreement, we expect to acquire all of the issued and outstanding share capital of Evtec Aluminium, with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”).
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 (the “Merger”).
Until the CVR expiration date, subject to certain exceptions, the Company will be required to use commercially reasonable efforts to continue the operations of Blackbox Operating and seek to consummate a CVR Transaction. 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. 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.
Kepler will have the right to cause the Company to redeem all of the issued and outstanding Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Stock”), of the Company held by Mr.
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.
Removed
These integrations allow our members to execute trades through E*Trade or TradeStation directly from our platform. Our members that use this integration feature have access to certain custom tools. One of these tools is a “quick-click” feature that loads our system’s stock and options alerts with two simple clicks, greatly reducing the time it takes for order entry.
Added
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.
Removed
This feature is especially helpful for the order entry of option contracts, as they are detailed, lengthy, and cumbersome to enter. The system has been designed to quickly integrate with new brokers and we intend to expand the number of brokerages with whom we have trading integrations in the future.
Added
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.
Removed
Other development initiatives included the ability to view multiple charts, an enhanced social media capability, and enhanced charting studies, which include additions of new features or indicators such as our GoNoGo indicator, gamma exposure, net options delta and others.
Added
These classes are expected to be offered to various level of traders (from novice to experienced) of either stocks or options and will become a significant additional revenue stream.. We also intend to provide products for professional traders and institutions including customs trading solutions and application program interface API access to our data.
Removed
These integrations allow our users to trade directly from our platform using their E*Trade or TradeStation account. In addition, TradeStation advertises our platform to 140,000 users through its webinars and in their internal app store.
Added
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.
Removed
We believe the ability to enable our members to execute trades with third party brokers without having to leave our platform is particularly valuable to options traders who are able to execute more complicated orders without having to re-enter option contract information on another platform. We intend to integrate our platform with other brokers.
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Recent Developments Termination of Share Exchange Agreement with Evtec Aluminium Limited On January 13, 2025, the Company and Evtec Aluminium Limited (“Evtec”) entered into a termination agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Share Exchange Agreement executed on December 12, 2023, as amended by that certain First Amendment to Share Exchange Agreement dated July 3, 2024 (the “Share Exchange Agreement”), the closing of which would have resulted in Evtec becoming a wholly owned subsidiary of the Company.
Removed
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.
Added
Company Financing Securities Purchase Agreement On January 17, 2025, the Company entered into a Securities Purchase Agreement (the “Original Purchase Agreement”) with Five Narrow Lane LP (the “Purchaser”), and Five Narrow Lane LP, as collateral agent for the Purchaser (the “Agent”), pursuant to which the Purchaser agreed to purchase from the Company a senior debenture having an aggregate principal amount of $250,000 (the “Initial Debenture”) and an amended and restated senior secured convertible debenture having an aggregate principal amount of up to $2,000,000 (the “Additional Debenture”, and together with the Initial Debenture, the “Debentures”) upon certain closing conditions applicable to the Initial Debenture and Additional Debenture, respectively.
Removed
Recent Developments Binding Amendment to Amended Letter of Intent On November 24, 2023, the Company entered into a Binding Amendment to Amended Letter of Intent (the “LOI Amendment”) with Evtec Group Limited (“Evtec Group”), Evtec Automotive Limited (“Evtec Automotive”), and Evtec Aluminium Limited (“Evtec Aluminium, and together with Evtec Group and Evtec Automotive, the “Evtec Companies”), which amended a non-binding Amended Letter of Intent (the “LOI”) dated April 14, 2023.
Added
The closing of Initial Debenture (the “Initial Closing”) took place concurrent with the execution and delivery of the Original Purchase Agreement by the parties thereto, upon satisfaction of certain customary covenants and closing conditions outlined in the Original Purchase Agreement.
Removed
Pursuant to the LOI Amendment, the Company agreed to continue to negotiate in good faith to consummate a proposed acquisition of the Evtec Companies contemplated by the LOI (the “ Proposed Transaction ”), subject to the terms of the LOI Amendment.
Added
The closing of the Additional Debenture, (the “Additional Closing”), was agreed to take place upon satisfaction of certain customary closing conditions outlined in the Original Purchase Agreement, including, but not limited to, the execution and delivery of (i) a Security Agreement (as further described below), (ii) a Subsidiary Guarantee (as further described below), (iii) a Registration Rights Agreement (as further described below), and (iv) a Merger Agreement (as further described below).
Removed
As a condition to the Company’s continued good faith negotiations regarding the Proposed Transaction, the Evtec Companies agreed to (i) pay the Company aggregate extension fees totaling $400,000 which were guaranteed by a credit worthy affiliate of the Evtec Companies, (ii) provide extension loans of up to $400,000 to the Company if the Proposed Transaction has not closed on or before April 1, 2024, (iii) pay the Company amounts in cash equal to any documented legal fees and third-party expenses incurred or payable by the Company in connection with the Proposed Transaction up to $175,000, including any such expenses incurred prior to the date of the LOI Amendment, (iv) forfeit and return 2,400,000 shares of the Series B Convertible Preferred Stock (the “Series B Stock”) acquired by Evtec Group under the terms of that certain Securities Exchange Agreement dated June 9, 2023 (the “Securities Exchange Agreement”), and (v) permit the Company to convert each of the 4,086 preferred shares of Evtec Group issued to the Company pursuant to the Securities Exchange Agreement into one ordinary share of Evtec Group.
Added
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.
Removed
The Company recorded $575,000 as other income on the statement of operations of which $475,000 was outstanding as of December 31, 2023.
Added
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”).
Removed
As provided for in the LOI Amendment, Evtec Group entered into an agreement with the Company dated November 28, 2023 (the “Forfeiture Agreement”) pursuant to which Evtec Group forfeited all of its right, title and interest in and to the 2,400,000 Series B Stock acquired by Evtec Group pursuant to the Securities Exchange Agreement in order to further induce the Company to continue to negotiate in good faith to consummate the Proposed Transaction.
Added
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.
Removed
Pursuant to the Forfeiture Agreement, the Company has no obligation to make any payment to Evtec Group, in cash or otherwise, for any such Series B Stock that are so forfeited. The shares of Series B Stock forfeited by Evtec Group were cancelled as of the date as of the date of the Forfeiture Agreement.
Added
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.
Removed
Share Exchange Agreement On December 12, 2023, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Evtec Aluminium, and the shareholders of Evtec (the “Sellers”).
Added
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.
Removed
At the closing of the Exchange, the Evtec Aluminium shareholders will receive shares of our common stock in exchange for capital shares of Evtec Aluminium based on the exchange ratio formula in the Share Exchange Agreement. Upon closing of the Exchange, the Evtec Aluminium shareholders are expected to collectively own 73.2% of the aggregate common stock of the Company.
Added
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.
Removed
Closing of the Exchange is subject to various customary closing conditions, and, among other things, conditioned upon (i) organization of a wholly-owned corporate subsidiary expected to be known as Blackbox.io Inc. (“Blackbox Operating”) to hold Company legacy assets and continue the Company’s legacy business operations, (ii) execution of an employment agreement between the Company and Robert L.
Added
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.
Removed
Winspear, (iii) execution of an Option Agreement by the Company and Gust Kepler for the sale and repurchase of Mr.
Added
The Additional Debenture bears interest at a rate of 7.00% per annum and will mature on the earlier of the closing of the Merger Transaction (as defined in the Original Purchase Agreement) or 12 months following the issuance of the Additional Debenture (the “Additional Debenture Maturity Date”).
Removed
Kepler’s Series A Stock (described below), (iv) effectiveness of a registration statement registering shares to be issued in the transaction, (v) Evtec Aluminium securing pre-close equity financing in the amount of at least $5,000,000, and (vi) the Evtec Companies’ satisfaction of all obligations set forth in the LOI Amendment.
Added
On the Additional Debenture Maturity Date, the Company is, with the consent of the holder, entitled to repay the aggregate accrued interest and principal amount of the Additional Debenture.
Removed
The Share Exchange Agreement contains certain termination rights for both the Company and Evtec Aluminium, and further provides that upon termination of the Share Exchange Agreement under specified circumstances, the terminating party may be required to pay the other party a termination fee of $500,000 plus up to $250,000 in fees and expenses incurred by such other party. 11 Table of Contents Following the Closing, it is expected that the board of directors of the combined organization will consist of 5 members.
Added
In the event the Additional Debenture is repaid in cash, the holder is entitled to receive a premium equal to 115% of the outstanding principal and accrued interest balance due on such date.
Removed
Robert Winspear will remain as a director and the remaining 4 directors will be designated by Evtec Aluminium and will include David Roberts, the founder of the Evtec Companies, who is expected to be named Chairman of the Company’s board of directors.
Added
In the event the Additional Debenture is not repaid on the Maturity Date, subject to certain limitations and absence of an event of default, the holder is entitled to convert the aggregate principal amount and accrued interest of the Additional Debenture into Company common stock at the conversion price, which will be 175% of the closing price of the Company’s common stock (as quoted by the Nasdaq Stock Market, LLC) on the trading day immediately prior to the execution of the Additional Debenture with a minimum price of $5.00 per share of common stock.
Removed
Each of the Company and Evtec Aluminium have agreed not to (i) solicit proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, enter into discussions or negotiations or provide confidential information in connection with any proposals for alternative business combination transactions.
Added
Notwithstanding the foregoing, the Additional Debenture will not be convertible into Company common stock if, after such conversion, the holders would beneficially own more than 9.9% of the Company common stock outstanding. The holder may elect to reduce such 9.9% beneficial ownership limitation to 4.9%, effective immediately upon such election.
Removed
Kepler in exchange for shares of Series A Convertible Preferred Stock of Blackbox Operating, which shall be substantially similar to the Series A Convertible Preferred Stock of the Company.
Added
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.
Added
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.
Added
Such fee will be payable through the issuance by the Company of a debenture to Palladium Capital Group, LLC on identical terms to the Additional Debenture, provided that such debenture will be unsecured.
Added
Registration Rights Agreement In connection with the Original Purchase Agreement, and as a condition to the Additional Closing, the Company and the Purchasers agreed to enter into a Registration Rights Agreement (the “Registration Rights Agreement”).
Added
Under the Registration Rights Agreement, the Company must file with the SEC an initial registration statement within 15 days to register the maximum number of Registrable Securities to be issued upon conversion of the Additional Debenture (as defined in the Registration Rights Agreement) in accordance with applicable SEC rules, and obtain effectiveness thereof within 30 days (or in the event of a “full review” by the SEC, 45 days).
Added
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.
Added
Pursuant to the Security Agreement, the Subsidiary will act as a guarantor with respect to the Company’s obligations under the Additional Debenture.
Added
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.
Added
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.
Added
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”).
Added
At the closing of the Merger (the “Closing”), 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 (the “Exchange Ratio”) 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
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 common stock of the Company, par value $0.001 (the “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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+7 added−5 removed134 unchanged
Biggest changeIf the Exchange 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 Exchange 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 Exchange is completed; based on potential disruption of our business and distraction of our workforce and management team; and the requirement in the Share Exchange Agreement that, under certain limited circumstances, we must pay Evtec Aluminium a termination fee of $500,000, plus, all fees and expenses (up to $250,000) incurred by Evtec Aluminium in connection with the authorization, preparation, negotiation, execution and performance of the Share Exchange Agreement and other contemplated transactions under the Share Exchange Agreement (the “Contemplated Transactions”).
Biggest changeIf 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 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. 16 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. 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.
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. 13 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.
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.
You should not rely on our historical rate of revenue growth as an indication of our future performance. 14 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. 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.
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. 18 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. 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.
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. 24 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. 29 Table of Contents
Risks Related to Our Business We expect to invest heavily in growing our business, which may cause our sales and marketing, research and development, and other expenses to increase and our margins to decline.
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.
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. 15 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. 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.
In addition, the Company expects to incur a number of non-recurring costs associated with the Exchange, 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 Exchange may result in additional and unforeseen expenses.
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.
Any of the foregoing could harm our competitive position, business, financial condition, results of operations, and prospects. 20 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. 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.
There is a risk that the challenges associated with managing these various Exchange initiatives may have a business impact and that consequently the underlying businesses will not perform in line with expectations. This could have an adverse effect on the reputation, business, financial condition or results of operations of the Company.
There is a risk that the challenges associated with managing these various Merger initiatives may have a business impact and that consequently the underlying businesses will not perform in line with expectations. This could have an adverse effect on the reputation, business, financial condition or results of operations of the Company.
Many of these costs will be payable whether or not the Exchange is completed. While it is expected that benefits of the Exchange 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 Exchange are delayed or does not happen at all.
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.
Although the Company is diligently applying its efforts to take, or cause to be taken, all actions to do, or cause to be done, all things necessary, proper or advisable to consummate the Exchange, there can be no assurance that these conditions will be fulfilled or that the Exchange will be completed on the terms or timeline currently contemplated, or at all.
Although the Company is diligently applying its efforts to take, or cause to be taken, all actions to do, or cause to be done, all things necessary, proper or advisable to consummate the Merger, there can be no assurance that these conditions will be fulfilled or that the Merger will be completed on the terms or timeline currently contemplated, or at all.
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 Exchange.
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.
We are not currently subject to any material claims from third parties asserting infringement of their intellectual property rights. 17 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. 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 have and will continue to expend time and resources and incur expenses related to the Exchange. Many of these expenses must be paid regardless of whether the Exchange are consummated. Governmental agencies and/or the Nasdaq may not approve the Exchange, may impose conditions to the approval of the Exchange or require changes to the terms of the Exchange.
We have and will continue to expend time and resources and incur expenses related to the Merger. Many of these expenses must be paid regardless of whether the Merger are consummated. Governmental agencies and/or the Nasdaq may not approve the Merger, may impose conditions to the approval of the Merger or require changes to the terms of the Merger.
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. 19 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. 24 Table of Contents If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.
We may remain an “emerging growth company” until as late as December 31, 2027, the fiscal year-end following the fifth anniversary of the completion of this 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. 23 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. 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 have difficulty attracting, motivating and retaining executives and other employees in light of the Exchange. Uncertainty about the effect of the Exchange on our employees may have an adverse effect. This uncertainty may impair our ability to attract, retain and motivate personnel until the Exchange 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. This uncertainty may impair our ability to attract, retain and motivate personnel until the Merger is completed.
Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Exchange, that injunction may delay or prevent the Exchange from being completed within the expected time frame or at all, which may adversely affect our business, financial position and results of operations. 22 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. 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.
In addition, current and prospective employees may experience uncertainty regarding their future roles with the Company upon consummation of the Exchange, which might adversely affect our ability to retain, recruit and motivate key personnel.
In addition, current and prospective employees may experience uncertainty regarding their future roles with the Company upon consummation of the Merger, which might adversely affect our ability to retain, recruit and motivate key personnel.
The announcement and pendency of the Exchange 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 Exchange could disrupt our businesses in negative ways.
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.
For example, customers and other third-party business partners may seek to terminate and/or renegotiate their relationships with the Company as a result of the Exchange, whether pursuant to the terms of their existing agreements or otherwise.
For example, customers and other third-party business partners may seek to terminate and/or renegotiate their relationships with the Company as a result of the Merger, whether pursuant to the terms of their existing agreements or otherwise.
If we do not retain 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.
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.
We need to increase current revenue levels by increasing paid subscriptions to our Blackbox System platform or develop additional revenue sources from new products if we are to attain and maintain consistent profitability.
We need to increase current revenue levels by increasing paid subscriptions to our Blackbox System platform or develop additional revenue sources from new products, services or applications if we are to attain and maintain consistent profitability.
Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations. 12 Table of Contents Risks Related to Ownership of Our Common Stock We may not be able to satisfy listing requirements of Nasdaq or maintain a listing of our common stock on Nasdaq.
Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations. Risks Related to Ownership of Our Common Stock We may not be able to satisfy listing requirements of Nasdaq or maintain a listing of our common stock on Nasdaq.
Any such conditions or changes could have the effect of delaying completion of the Exchange, imposing costs on or limiting the revenues of the Company following the Exchange or otherwise reducing the anticipated benefits of the Exchange. Completion of the Exchange may trigger certain provisions in agreements to which the Company or its planned operating subsidiary is a party.
Any such conditions or changes could have the effect of delaying completion of the Merger, imposing costs on or limiting the revenues of the Company following the Merger or otherwise reducing the anticipated benefits of the Merger. Completion of the Merger may trigger certain provisions in agreements to which the Company or its operating subsidiary is a party.
Lawsuits that may be brought against us or our directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Share Exchange Agreement already implemented and to otherwise enjoin the parties from consummating the Exchange.
Lawsuits that may be brought against us or our directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger.
Litigation relating to the Exchange, if any, could result in an injunction preventing the completion of the Exchange and/or substantial costs to Blackboxstocks. 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 Share Exchange Agreement.
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. 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.
The parties may not be permitted to terminate the Share Exchange Agreement because of changes in the exchange ratio. 21 Table of Contents The Exchange may not be completed on the terms or timeline currently contemplated, or at all, as Blackboxstocks or Evtec Aluminium may be unable to satisfy conditions or obtain the approvals required to complete the Exchange or such approvals may contain material restrictions or conditions.
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.
There can be no assurance that Evtec Aluminium 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 Exchange.
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.
The Exchange is expected to be treated as a reverse merger by Nasdaq which requires Evtec Aluminium 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.
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.
These combined factors could adversely affect the business, results of operations or financial condition of the Company. The Exchange will require Evtec Aluminium to apply for an initial listing on Nasdaq which may not be granted.
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.
The calculation of the number of Blackboxstocks shares to be issued may be adjusted if there is a change in Evtec Aluminium share capital between the date of Share Exchange Agreement and Closing.
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.
Risks Relating to the Exchange The Company will allocate time and resources to effecting the Exchange and incur non-recurring costs related to the Exchange. The Company and its management have allocated and will continue to be required to allocate time and resources to effecting the completion of the Exchange and related and incidental activities.
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 calculation of the number of the Blackboxstocks shares to be issued in the Exchange may be adjusted in the event that Evtec Aluminium issues any share capital between the date of the Share Exchange Agreement and Closing pursuant to the exchange ratio in the Share Exchange Agreement.
The calculation of the number of Company shares to be issued in the Merger may be adjusted in the event that REalloys issues any share capital between the date of the Merger Agreement and Closing pursuant to the exchange ratio in the Merger Agreement.
Completion of the Exchange is subject to numerous conditions.
Completion of the Merger is subject to numerous conditions.
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 expect to introduce these products and services in 2023 and spend significant capital on advertising and marketing of the 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. 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.
The completion of the Exchange may trigger certain change in control, consent, assignment or other provisions in agreements to which the Company, its planned operating subsidiary, or Evtec Aluminium is a party. In addition, the completion of the Exchange may trigger certain technical provisions in agreements to which the Company, its planned operating subsidiary or Evtec Aluminium 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, 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.
Specifically, we believe the following companies to be direct competitors: Trade Ideas, Flow Algo, Unusual Whales and Trade Alert. Companies with social media platforms dedicated to financial markets include Stock Twits and Wall Street Bets. Our competitors may announce new products, services, or enhancements that better address changing industry standards or the needs of our customers, such as mobile access.
Specifically, we believe the following companies to be direct competitors: Trade Ideas, Flow Algo, Unusual Whales and Trade Alert. Companies with social media platforms dedicated to financial markets include Discord, Stock Twits and Wall Street Bets.
We are required to meet certain financial and liquidity criteria to maintain our Nasdaq listing. If we violate Nasdaq listing requirements, our common stock may be delisted. If we fail to meet any of Nasdaq’s listing standards, our common stock may be delisted.
We are required to meet certain financial and liquidity criteria to maintain our Nasdaq listing. If we violate or fail to satisfy Nasdaq listing requirements, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.
Even if the Company, its operating subsidiary or Evtec Aluminium 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.
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.
One of the conditions to the closing of the Exchange is that no injunction by any governmental entity having jurisdiction over Blackboxstocks or Evtec Aluminium has been entered and continues to be in effect and no law has been adopted, in either case that prohibits the closing of the Exchange.
One of the conditions to the closing of the Merger is that no order preventing the consummation of the Contemplated Transactions shall have been issued by and governmental authority of competent jurisdiction and remain in effect and that there shall not be any law which has the effect of making the consummation of the Contemplated Transactions illegal.
Removed
In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.
Added
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.
Removed
We do not anticipate paying any cash dividends in the foreseeable future. We have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income.
Added
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.
Removed
Our board of directors has complete discretion as to whether to declare dividends.
Added
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.
Removed
Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.
Added
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.
Removed
Failure to complete the Exchange could adversely affect the market price of our common shares as well as our business, financial condition and results of operations.
Added
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
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
Our competitors may announce new products, services, or enhancements that better address changing industry standards or the needs of our customers, such as mobile access.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeFuture minimum rental payments under the extended lease are approximately $441,851. We believe that the existing facilities at March 28, 2024, will be adequate to meet our operational requirements through 2024. We believe that all such facilities are adequately covered by appropriate property insurance.
Biggest changeFuture 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.
Item 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, 2023 and 2022 we incurred approximately $126,000 and $103,000, respectively, in office rental expense.
Item 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−6 removed3 unchanged
Biggest changeItem 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Common Stock, $0.001 par value, began trading on the Nasdaq Capital Market on November 9, 2021 under the symbol “BLBX”.
Biggest changeItem 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Common Stock, $0.001 par value, is listed on the Nasdaq Capital Market under the symbol “BLBX”.
Recent 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.
Recent 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
Holders Records of Securities Transfer Corporation, our transfer agent, indicate that as of March 28, 2024, we had 618 record holders of our Common Stock.
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.
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 28, 2024, we had 3,226,145 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 March 20, 2025, we had 3,602,874 shares of our Common Stock issued and outstanding.
Removed
Use of Proceeds of Registered Securities On November 15, 2021, we closed our initial public offering of 2,400,000 shares of common stock at an offering price of $5.00 per share. Alexander Capital, L.P. served as the managing underwriter. We received net proceeds of $10,519,914, after deducting underwriting discounts and commissions and offering expenses.
Removed
All of the shares issued and sold in our initial public offering were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No. 333-260065), which was declared effective by the SEC on November 9, 2021.
Removed
On January 7, 2022 the Company’s Board of Directors authorized a stock repurchase plan for up to $2,500,000 of the Company’s Common Stock. The program terminated on December 31, 2023. The Company repurchased 693,368 shares of common stock for an aggregate purchase price of $1,209,125. This use of proceeds was not anticipated or disclosed in the Company’s prospectus.
Removed
Other than as described above, the proceeds of the public offering have been used as described in the prospectus to promote and market our Blackbox System platform and increase our subscriber base, and for general and administration expenses. 26 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth information regarding purchases made under the Company’s stock repurchase plan for up to $2,500,000 of the Company’s Common Stock.
Removed
The program was authorized and publicly announced on January 7, 2022 and terminated on December 31, 2023. . The following purchases were made in the fourth quarter of the fiscal year ended December 31, 2023.
Removed
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchase under the Plans or Programs October 1, 2023 through October 31, 2023 4,407 $ 2.24 692,168 $ 0 November 1, 2023 through November 30, 2023 2,300 $ 2.02 693,368 $ 0 December 1, 2023 through December 31, 2023 0 $ N/A 693,368 $ 0 Total 693,368 $ 1.74 693,368 $ 0

Item 7. Management's Discussion & Analysis

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

26 edited+23 added−12 removed19 unchanged
Biggest changeA holder redemption feature embedded in the Company’s notes payable requires bifurcation from its host instrument and is accounted for as a freestanding derivative. 28 Table of Contents Software Development Costs The Company accounts for software development costs pursuant to ASC Topic 985-Software, which requires that the costs incurred for planning, designing, coding and testing of software prior to technological feasibility be recorded as research and development expenses as incurred.
Biggest changeSoftware Development Costs The Company accounts for software development costs pursuant to ASC Topic 985-Software, which requires that the costs incurred for planning, designing, coding and testing of software prior to technological feasibility be recorded as research and development expenses as incurred. Such costs include both internal development and engineering costs as well as development expenses contracted through third parties.
During 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 rates 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.
During 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.
Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through our website. 27 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 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.
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, 2023 and 2022 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, 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.
EBITDA is defined by us as net income (loss) before interest expense, income tax, depreciation and amortization expense and certain non-cash.
EBITDA is defined by us as net income (loss) before interest expense, income tax, depreciation and amortization expense and certain non-cash items.
Recently Issued Accounting Pronouncements During the year ended December 31, 2023 and through March 28, 2024, 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.
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.
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.
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.
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, 2023, our operating expenses decreased from $7,424,256 in 2022 to $6,737,505 in 2023.
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.
Gross margin for the year ended December 31, 2023 was $1,439,834 or 46.4% of revenues as compared to 2022 gross margin of $2,878,230 or 58.0% of revenues. The decrease in the gross margin percentage from 2022 to 2023 was due to a lower average revenue per subscriber and poorer fixed cost absorption.
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.
The decrease of $1,853,023 or 37.4% was driven primarily by a decline in subscribers which we believe to a number of factors including a poor economic environment and 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 Blackbox.
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.
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.
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.
With the exception of the liquidation of $3,213,325 of marketable securities consisting of certain debt funds, the purchase and sales of marketable securities was done in a company trading account with less than $100,000 that is used to research and demonstrate certain trading tactics used on our platform.
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.
There can be no assurance that the Company will be able to do so or on what terms. 29 Table of Contents Results of Operations Comparison of Years Ended December 31, 2023 and 2022 For the years ended December 31, 2023 and 2022, the Company’s revenue was $3,106,026 and $4,959,109, respectively.
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.
Cash flows used in investing activities excluding marketable securities were $2,605 and $65,941 for the years ended December 31, 2023 and 2022, respectively, and were related primarily to the purchase of server equipment and office furniture.
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.
Our average subscriber count for the year ended December 31, 2023 was 3,411 or 37.1% lower than the year ended December 31, 2022. Average monthly revenue per subscriber was $75.88 per month for the year ended December 31, 2023 as compared to $75.75 for the year ended December 31, 2022.
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.
For the year ended December 31, 2023, the Company incurred an operating loss of $5,297,671 and a net loss of $4,664,455 as compared to an operating loss of $4,546,026 and a net loss of $5,019,882 for the year ended December 31, 2022. Cash flows used in operations totaled $3,166,067 for the year ended December 31, 2023.
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.
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.
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.
We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Key Events and Recent Developments On December 12, 2023, we entered into a Share Exchange Agreement with Evtec Aluminium and the shareholders of Evtec Aluminium (“Sellers”).
We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
See Part I, Item 1 “Business – Recent Developments. 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.
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.
As noted above, the Company may need to raise additional debt or equity capital in order to fund its operations.
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.
Liquidity and Capital Resources At December 31, 2023, the Company had a combined balance of cash and marketable securities with a total value of $475,652. The Company incurred negative cash flow from operations of $(3,166,067) for the year ended December 31, 2023 as compared to negative cash flow from operations of $(4,285,039) in the prior year.
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.
Reconciliation of net loss to EBITDA Year ended December 31, 2023 2022 Net loss $ (4,664,455 ) $ (5,019,882 ) Adjustments: Interest expense 633 98,541 Investment (income) loss (58,849 ) 328,718 Depreciation and amortization expense 43,410 22,728 Amortization of debt discount - 46,597 Stock based compensation 1,489,652 482,460 Total Adjustments 1,533,695 979,044 EBITDA $ (3,130,760 ) $ (4,044,838 ) Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements.
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.
Upon the terms and subject to the satisfaction of the conditions described in the Share Exchange Agreement, we expect to acquire all of the issued and outstanding share capital of Evtec Aluminium, with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company.
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.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has executed a Share Exchange Agreement with Evtec Aluminium, whereby the Company expects to acquire all of the issued and outstanding share capital of Evtec Aluminium, with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company.
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.
The year ended December 31, 2023 included other income of $575,000 related to the extension agreement executed with the Evtec Companies.
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”).
This decrease of $686,751 or 9.3% was due to substantially lower software development costs and advertising and marketing expenses. Software development expenses declined by $279,420 as 2022 expenses included expenditures related to the release of our mobile application and an unusually high level of expense related to infrastructure development.
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.
Removed
At the closing of the Exchange, the Evtec Aluminium shareholders will receive shares of our common stock in exchange for capital shares of Evtec Aluminium based on the exchange ratio formula in the Share Exchange Agreement. Upon closing of the Exchange, the Evtec Aluminium shareholders are expected to collectively own 73.2% of the aggregate common stock of the Company.
Added
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.
Removed
We launched our platform for domestic use and made it available to subscribers in September 2016.
Added
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 (the “Merger”).
Removed
The Exchange is expected to be accounted for as a reverse acquisition with Evtec Aluminium being the accounting acquiror. The Company believes that the Exchange with Evtec Aluminium will attract additional capital investment as Evtec Aluminium is substantially larger than Blackbox and has a strong acquisition pipeline.
Added
At the closing of the Merger (the “Closing”), 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 (the “Exchange Ratio”) 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.
Removed
Management has also implemented a number of initiatives aimed at improving operating cash flow including, new product development, revised marketing strategies and expense reductions. In addition, the Company has historically been able to raise debt or equity financing to meet its capital needs and is also evaluating strategic alternatives with respect to possible mergers or acquisitions.
Added
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 common stock of the Company, par value $0.001 (the “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.
Removed
There can be no assurance that the Company’s operational changes will impact its cash flow or if it will be able to raise additional capital or on what terms or if it will be able to consummate the planned Exchange with Evtec Aluminium.
Added
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.
Removed
Such costs include both internal development and engineering costs as well as development expenses contracted through third parties.
Added
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.
Removed
During the period ended December 31, 2022, 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 2.72% to 3.37%, expected volatility ranging from 110% to 127% based on the volatility of the Company’s common stock, various exercise prices, and terms of 10 years.
Added
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.
Removed
We expect capital expenditures to remain moderate for 2024 in order to maintain our current operations. Cash flows from financing for the year ended December 31, 2023 was $(56,383) and consisted of $28,773 in repayments of debt and $27,650 in purchases of treasury stock.
Added
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”).
Removed
We expect our development expenses in 2024 to remain at or below their current level. Advertising and marketing expenses declined by $838,718 in 2023 as compared to 2022. 2023 Advertising and marketing expenses of $629,984 declined as a result of a lack of cost-effective digital marketing opportunities as compared to prior years.
Added
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.
Removed
We continue to explore different marketing strategies that are more cost effective. Our selling, general and administrative costs increased by $410,705 or 8.7% to $5,140,391 for the year ended December 31, 2023.
Added
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.
Removed
The increase resulted from an increase in stock-based compensation of $1,007,192 and higher legal fees that were only partially offset by lower most other expenses most notably investor and public relations which declined by $342,108. For the year ended December 31, 2023, other income was $633,216 as compared to other expense of $473,856 for the year ended December 31, 2022.
Added
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.
Removed
The primary components of the 2022 expense were interest expense of $98,451 and amortization of debt discount of $46,597 and an investment loss of $328,718. 30 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”).
Added
A holder redemption feature embedded in the Company’s notes payable requires bifurcation from its host instrument and is accounted for as a freestanding derivative.
Added
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
We expect capital expenditures to remain moderate for 2025 in order to maintain our current operations.
Added
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.
Added
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
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
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.
Added
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
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.
Added
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
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
The 2024 expense was comprised primarily of financing expense related to merchant cash advances.

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