Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On July 6, 2020, warrants to purchase 115,385 shares of Common Stock, issued in conjunction with Amended Convertible Promissory Notes were exercised at $0.01 per share for aggregate cash consideration of $1,154.
−Removed: On July 10, 2020 the Company sold 25,641 shares of Common Stock and a Warrant, exercisable for a period of 5 years, to purchase 12,821 shares of Common Stock at an exercise price of $1.95 per share, to third parties for aggregate consideration of $49,995.
−Removed: A sales commission of $6,000 is payable in connection with the sale.
−Removed: On July 31, 2020 the Company sold 25,641 shares of Common Stock and a Warrant, exercisable for a period of 5 years, to purchase 12,821 shares of Common Stock at an exercise price of $1.95 per share, to third parties for aggregate consideration of $49,995.
−Removed: A sales commission of $6,000 is payable in connection with the sale.
−Removed: On August 14, 2020 the Company sold 12,821 shares of Common Stock and a Warrant, exercisable for a period of 5 years, to purchase 6,411 shares of Common Stock at an exercise price of $1.95 per share, to third parties for aggregate consideration of $25,001.
−Removed: A sales commission of $1,750 is payable in connection with the sale..
−Removed: On August 27, 2020 the Company sold 5,129 shares of Common Stock to a third party for $10,001.
−Removed: On August 28, 2020 the Company issued 3,334 shares of its Common Stock at a value of $1.95 to a third party in settlement of services provided for marketing and advertising.
−Removed: On September 25, 2020 the Company issued 25,000 shares of its Common Stock at a value of $1.95 to a third party in conjunction with a consulting services agreement.
+Added: On January 4, 2021 we sold 12,821 shares of Common Stock at $1.95 per share to a third party for $25,001.
+Added: On January 25, 2021 we sold 25,641 shares of Common Stock at $1.95 per share to a third party for $50,000.
+Added: On January 28, 2021 we converted previously received payments of $130,000 for the purchase of a Simple Agreement for Future Tokens into 66,667 shares of Common Stock.
+Added: On February 3, 2021 we entered into a subscription agreement to sell 5,129 shares of Common Stock at $1.95 per share to a third party for $10,002.
+Added: On February 3, 2021 we entered into a subscription agreement to sell 12,821 shares of Common Stock at $1.95 per share to a third party, for $25,001.
+Added: On February 8, 2021 we entered into a subscription agreement to sell 5,129 shares of Common Stock at $1.95 per share, to a third party, for $10,002.
+Added: On March 11, 2021 we sold 9,231 shares of Common Stock at $1.95 per share to a third party for $18,000.
+Added: On March 16, 2021 we converted previously received payments of $50,000 for the purchase of a Simple Agreement for Future Tokens into 25,641 shares of Common Stock.
The securities described above were privately offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act.
−Removed: The Company reasonably believed that each of the purchasers of such securities had access to information concerning its operations and financial condition, were acquiring the securities for their own account and not with a view to the distribution thereof, and each investor qualified as an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
+Added: We reasonably believed that each of the purchasers of such securities had access to information concerning its operations and financial condition, were acquiring the securities for their own account and not with a view to the distribution thereof, and each investor qualified as an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
Furthermore, no "general solicitation" was made by the Company with respect to sale of any of the securities.
At the time of their issuance, the securities described above were deemed to be restricted securities for purposes of the Securities Act and the documentation representing the securities bear legends and/or non-transfer provisions to that effect.
−Removed: All of the Company’s other 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.
+Added: All of the our other 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.
Defaults Upon Senior Securities
−Removed: On August 8, 2018 a third party advanced $200,000 to the Company in exchange for a secured promissory note, bearing interest at the rate of 12% per annum with a maturity date of November 20, 2018.
−Removed: The note is secured by a Security Agreement providing for a continuing lien and first priority security interest in the assets of the Company and by a personal Guaranty Agreement with Gust Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and the Company’s controlling stockholder.
−Removed: On December 6, 2018, Mr.
−Removed: Kepler made a payment on the note in the amount of $100,000 plus accrued interest of $8,000 for an aggregate of $108,000.
−Removed: This note was in default on Spetember 30, 2020 but was subsequently repaid on November 12, 2020.
−Removed: On November 9, 2018, Gust C.
−Removed: Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company advanced $120,000 to the Company in exchange for a promissory note bearing interest at 12% per annum for a ninety-day period, maturing on January 28, 2019.
−Removed: The note remains unpaid as of September 30, 2020.
−Removed: On November 12, 2020 Mr.
−Removed: Kepler and the Company agreed to waive the deault and extend the maturity to the earlier of May 1, 2024 or such time as the FPV Note issued contemporaneously with the waiver is repaid.
−Removed: On May 21, 2019, the Company issued an 8% Fixed Convertible Promissory Note payable to a third party for a total face value up to $550,000, which included an original issue discount of 10% on the investment amount of up to $500,000.
−Removed: The note specifies that the note holder shall retain an original issue discount of 10% of any consideration, bears interest of 8%, and matured 180 days from the effective date.
−Removed: The note provides for a redemption premium of 115% if retired after the 91 st day.
−Removed: The noteholder paid the first consideration of $350,000 and no further consideration was remitted within the allowed thirty days.
−Removed: As the note was not retired on or before the maturity date, the noteholder is entitled to convert a portion or all the outstanding principle into shares of the Company’s Common Stock at a variable conversion price which equals the lower of the fixed conversion price of $1.95 per share or 65% of the lowest closing bid price during the 15 consecutive trading days prior to the date of the noteholder’s election to convert.
−Removed: As of September 30, 2020 the note is in default.
−Removed: On July 17, 2019, the Company issued an 8% Fixed Convertible Promissory Note payable to a third party for a total face value of $165,000, which included an original issue discount of 10% on the investment amount of $150,000.
−Removed: The note specifies that the noteholder shall retain an original issue discount of 10% of any consideration, bears interest of 8%, and matures 180 days from the effective date.
−Removed: The note provides for a redemption premium of 115% if retired after the 91 st day.
−Removed: Until maturity, the noteholder may convert all or a portion of the outstanding principal into shares of Common Stock of the Company at a fixed conversion price equal to $1.95 per share.
−Removed: If the note is not retired on or before the maturity date, the note holder is entitled to convert a portion or all the outstanding principle into shares of the Company’s common stock at a variable conversion price which equals the lower of the fixed conversion price or 65% of the lowest closing bid price during the 15 consecutive trading days prior to the date of the noteholder’s election to convert.
−Removed: As of September 30, 2020 the note is in default.
−Removed: On July 10, 2020, the Company entered into Forbearance and Note Settlement Agreements (“Agreements”) with the third parties agreeing to take no further action to avail themselves of the remedies of default defined in the Notes.
−Removed: The Agreements stipulate the Company will remit payment of all accrued interest and principal outstanding beginning on July 20, 2020 for thirteen agreed upon payments and until the note is repaid in full.
−Removed: Upon execution of these Agreements, effectively extinguishing the above described notes, the Company recognized a cancellation of the derivative liability previously related to the conversion feature of $522,065.
−Removed: As additional consideration for the Agreements, the Holders were issued warrants to purchase up to 360,000 shares of the Company’s Common Stock at a price of $1.00 per share, exercisable beginning January 10, 2021 and expiring on July 10, 2025.
Mine Safety Disclosures
Not applicable.
−Removed: O the r Information
−Removed: Entry into a Material Definitive Agreement and Creation of a Direct Financial Obligation
−Removed: On November 12, 2020, the Company executed a Loan Agreement with certain Lenders and FVP Servicing LLC (“FPV”), as agent for the Lenders in connection with the issuance of a Note in the amount of $1,000,000 bearing interest at 12% per annum with an initial maturity of November 12, 2022.
−Removed: Simultaneously, with the execution of the Loan Agreement, the Company also entered into an Exclusivity Agreement with Feenix Payment Systems, LLC, an affiliate of FVP to provide certain credit and debit card processing services for the Company, which services will continue for a period of one year after the loan is repaid and contains a right of first refusal to continue to provide such services in the future subject to certain limitations.
−Removed: Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company executed a Guaranty in favor of FVP in connection with the Loan Agreement.
−Removed: Proceeds from the loan will be to repay an existing secured note payable in the amount of $100,000 along with accrued interest, certain outstanding trade payables in the amount of $133,880 and for general working capital purposes.
−Removed: In addition, the Company entered into a Security Agreement pursuant to which it granted the Lender a security interest in substantially all of its assets as collateral for the loan obligations.
+Added: Othe Information
The following exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference as described below.
−Removed: Loan Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc.*
−Removed: Note dated November 12, 2020 payable to Feenix Venture Partners Opportunity Fund II LP*
−Removed: Security Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc.*
Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
8 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: November 16, 2020
BLACKBOXSTOCKS INC.
2 unchanged sentences
EXHIBIT INDEX
−Removed: Loan Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc.*
−Removed: Note dated November 12, 2020 payable to Feenix Venture Partners Opportunity Fund II LP*
−Removed: Security Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc.*
Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.