What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 208 added, 208 removed, 259 unchanged (62% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of September 30, 2024 and December 31, 2023

September 30,

As of March 31, 2025 and December 31, 2024

Current assets:

Accounts receivable, net of allowance for doubtful accounts of $- 0 - and $ 68,589 at September 30, 2024 and December 31, 2023, respectively

Marketable securities

Other receivable

Accounts receivable

Note receivable

Other receivable

Prepaid expenses and other current assets

Total current assets

Property and equipment:

Long Term Assets:

Property and equipment, net

Right of use lease

Total property and equipment

Liabilities and Stockholders' Equity

4 unchanged sentences

Lease liability right of use, current

Note payable, current portion

Senior secured debenture, net of issuance costs

Other note payable

Merchant cash advance

Other liabilities

Advances payable

Advances payable, related party

Evtec advances payable

Total current liabilities

5 unchanged sentences

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized;

no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

no shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Series A Convertible Preferred Stock, $ 0.001 par value, 5,000,000 shares authorized;

3,269,998 issued and outstanding at September 30, 2024 and December 31, 2023, respectively

3,269,998 issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Series B Convertible Preferred Stock, $ 0.001 par value, 10,000,000 shares authorized;

no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

no shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.001 par value, 100,000,000 shares authorized:

3,528,028 and 3,223,015 issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Treasury stock

3,602,874 and 3,538,038 issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid in capital

5 unchanged sentences

Condensed Consolidated Statements of Operations

For the Three Months and Nine months Ended September 30, 2024 and 2023

For the Three Months Ended March 31 and 2024

For the three months ended

For the nine months ended

September 30,

Subscriptions

6 unchanged sentences

Advertising and marketing

Loss on disposition of fixed assets

Depreciation and amortization

4 unchanged sentences

Financing costs

Investment (income) loss

Total other (income) expense

Amortization of debt issuance costs

Total other income

Loss before income taxes

4 unchanged sentences

Condensed Consolidated Statement of Stockholders ’ Equity

For the Nine months Ended September 30, 2024 and 2023

For the Three months Ended March 31, 2025 and 2024

Preferred Stock

2 unchanged sentences

Balances, December 31, 2023

Purchase of treasury stock

Retirement of treasury stock

Issuance of warrants for compensation

Issuance of options for compensation

Issuance of stock for compensation

Stock based compensation

Balances, March 31, 2024

Issuance of stock for fractional shares resulting from reverse split

Purchase of treasury stock

Issuance of warrants for compensation

Issuance of options for compensation

Issuance of stock for compensation

Issuance of stock for investment

Balances, June 30, 2023

Issuance of warrants for compensation

Issuance of options for compensation

Issuance of stock for compensation

Balances, September 30, 2023

Balances, December 31, 2024

Issuance of warrants for compensation

Issuance of options for compensation

Issuance of stock for compensation

Stock based compensation

Shares issued for cashless exercise of options

Shares issued for financing costs

Balances, March 31, 2025

Issuance of warrants for compensation

Issuance of options for compensation

Issuance of stock for compensation

Retirement of treasury stock

Balances, June 30, 2024

Issuance of warrants for compensation

Issuance of options for compensation

Issuance of stock for compensation

Issuance of stock for cash

Balances, September 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the Nine months Ended September 30, 2024 and 2023

For the nine months ended

September 30,

For the Three Months Ended March 31, 2025 and 2024

For the three months ended

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization expense

Financing costs

Amortization of debt issuance costs

Stock based compensation

Loss on disposition of assets

Right of use lease

Investment (income) loss

Financing costs

Shares issued for financing costs

Investment income

Changes in operating assets and liabilities:

3 unchanged sentences

Accounts payable

Other liabilities

Accrued interest

Unearned subscriptions

Advances payable

Advances payable, related party

Net cash used in operating activities

Cash flows from investing activities:

Purchase of property and equipment

Purchase of marketable securities

Sale of marketable securities

Issuance of note receivable

Net cash (used in) provided by investing activities

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from issuance of common stock

Proceeds from merchant cash advance

Proceeds from issuance of notes payable

Principal payments on notes payable

Payments on merchant cash advance

Purchase of treasury stock

Net cash provided by (used in) financing activities

6 unchanged sentences

Non-cash investing and financing activities:

Retirement of treasury stock

Treasury stock purchased from related party with other assets

Issuance of stock for investment

Debt issuance costs

Debt issuance costs payable

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Summary of Significant Accounting Policies

Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and footnotes of Blackboxstocks Inc.

Basis of Presentation.

The accompanying interim unaudited condensed consolidated financial statements and footnotes of Blackboxstocks Inc.

have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).

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These condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The accompanying condensed consolidated financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business.

Going Concern.

The accompanying financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business.

For the year ended December 31, 2024, the Company incurred an operating loss of $ 3,309,064 and a net loss of $ 3,471,227 .

In addition, for the nine months ended September 30, 2024, the Company incurred an operating loss of $ 2,452,989 and a net loss of $ 2,522,487 .

Cash flows used in operations totaled $ 3,166,067 for the year ended December 31, 2023, and $ 681,353 for the nine months ended September 30, 2024.

The Company had cash of $ 60,921 as of September 30, 2024.

For the three months ended March 31, 2025, the Company incurred an operating loss of $ 887,666 and a net loss of $ 829,133 .

Cash flows used in operations totaled $ 643,730 for the three months ended March 31, 2025.

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 Limited (“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 (the “Exchange”).

The Exchange will 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.

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.

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 execute the planned Exchange with Evtec Aluminium.

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”).

Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, REalloys is expected to merge with and into Merger Sub, at which time Merger Sub will cease to exist and REalloys will become a wholly-owned subsidiary of the Company (the “Merger”).

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.

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 common and convertible preferred stock of the Company Common Stock representing approximately 92.7 % of the post-Close aggregate as common of the Company.

The Company believes that REalloys will be able to raise substantial capital and already 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.

In addition, the Company entered into a Securities Purchase Agreement 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 debentures (the “Purchase Agreement”).

The Purchase Agreement provides for financing of up to an aggregate principal amount $ 2,300,000 of which $ 1,050,000 was received during the three months ended March 31, 2025.

An additional $ 750,000 was received in April of 2025 upon filing of a registration statement on Form S-4 for the Merger, and an additional $ 500,000 is expected to be funded when such registration statement on Form S-4 is declared effective by the SEC.

There can be no assurance that the merger with REalloys will be completed and the related financing will be received.

Blackboxstocks Inc.

Notes to Condensed Consolidated Financial Statements

The Company has historically been able to raise capital in order to fund its operations and on January 31, 2025, the Company filed a registration statement on Form S-3 for the sale of up to $ 50,000,000 of securities.

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.

There can be no assurance that the Company will be able to raise any capital or on acceptable 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.

Principles of Consolidation.

The condensed consolidated financial statements include the accounts of Blackboxstocks Inc and its wholly owned subsidiary Blackbox.io Inc., a Delaware corporation.

The condensed consolidated financial statements include the accounts of Blackboxstocks Inc.

and its wholly owned subsidiary Blackbox.io Inc., a Delaware corporation.

All intercompany transactions and account balances between the Company and its subsidiary have been eliminated in consolidation.

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Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of three months or less.

Investments in Marketable Securities.

The Company has invested in marketable securities which primarily consist of investments in mutual funds that hold commercial and government debt securities.

These investments are recorded at fair value based on quoted prices at the end of the Company’s reporting period.

Any realized or unrealized gains or losses are recognized in the accompanying statements of operations.

Recently Issued Accounting Pronouncements.

The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”).

The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest-bearing accounts.

From time to time the Company's cash balance exceeded FDIC limits.

The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks.

Impairment of Long-lived Assets.

The Company evaluates long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable.

Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate.

If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

Revenue Recognition.

The Company operates under a software as a service (SaaS) model whereby we sell monthly and annual subscriptions allowing subscribers access to our platform.

We recognize revenue over the subscription period (either monthly or annual) and record cash received but not yet earned as unearned subscriptions on our balance sheet in accordance with ASC 606.

Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations.

Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment.

Recently Issued Accounting Pronouncements.

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Retrospective application is permitted.

The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

Adoption did not have any impact on the Company’s disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements.

ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclosure significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss.

ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss.

This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition;

6 unchanged sentences

The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows.

The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter.

Adoption is not expected to have any impact on the Company’s disclosures.

Adoption did not have any impact on the Company’s disclosures.

Blackboxstocks Inc.

Notes to Condensed Consolidated Financial Statements

Subsequent Events.

The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration.

Earnings or (Loss) Per Share.

1 unchanged sentence

Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period.

Therefore, because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for periods of loss.

The Company had total potential additional dilutive securities outstanding at September 30, 2024, as follows.

The Company had total potential additional dilutive securities outstanding at March 31, 2025, as follows.

Series A Convertible Preferred Shares

3 unchanged sentences

Warrant shares

Revenue Recognition.

The Company operates under a software as a service (SaaS) model whereby we sell monthly and annual subscriptions allowing subscribers access to our platform.

We recognize revenue over the subscription period (either monthly or annual) and record cash received but not yet earned as deferred revenue on our balance sheet.

Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations.

Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment.

Evtec Group Limited (“Evtec Group”) operates through a single subsidiary, Evtec Automotive Limited, as a supplier of critical automotive parts to the automobile manufacturing industry.

9 unchanged sentences

As a result, the 2,400,000 Series B Stock shares were valued at $ 8,424,000 which was determined to be the cost of the investment recorded pursuant to ASC 321-10-35.

The investment was reviewed for impairment as of September 30, 2024.

On November 24, 2023, the Company entered into a Binding Amendment to Amended Letter of Intent (the “LOI Amendment”) with Evtec Group, Evtec Automotive Limited, and Evtec Aluminium (collectively the “Evtec Companies), which amended a non-binding Amended Letter of Intent (the “LOI”) dated April 14, 2023.

Pursuant to the LOI Amendment, the Company has 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.

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 the 2,400,000 shares of the Series B Stock acquired by Evtec Group under the terms of 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.

As a result of the transaction not closing, Evtec Aluminium has provided $ 1,043,000 of financial support to the Company that has been classified as other liabilities as of September 30, 2024.

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.

As a condition to the Company’s continued good faith negotiations regarding the Proposed Transaction, the Evtec Companies (i) paid the Company aggregate extension fees totaling $ 400,000 , (ii) provided extension advances of $ 1,293,000 (iii) paid the Company $ 175,000 as reimbursement of legal expenses incurred, (iv) forfeited and returned the 2,400,000 shares of the Series B Stock acquired by Evtec Group under the terms of the Securities Exchange Agreement, and (v) permitted 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.

As provided for in the LOI Amendment, Evtec Group entered into a Forfeiture Agreement with the Company dated November 28, 2023 pursuant to which Evtec Group forfeited all of its right, title and interest in and to the 2,400,000 shares of 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.

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On December 12, 2023, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement") with Evtec Aluminium, and the shareholders of Evtec Aluminium (“Sellers”).

Upon the terms and subject to the satisfaction of the conditions described in the Share Exchange Agreement, the Company is expected to acquire all of the issued and outstanding Evtec Aluminium Ordinary Shares, with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”).

At the closing of the Exchange (the “Closing”), the Sellers will receive shares of common stock of the Company, $ 0.001 par value, in exchange for capital shares of Evtec Aluminium based on the exchange ratio formula in the Share Exchange Agreement (the “Exchange Ratio”), which is subject to adjustment in the event Evtec Aluminium raises capital before Closing in excess of $ 5,000,000 .

Immediately following Closing, based upon the Exchange Ratio, the Sellers are expected to collectively own 70.4 % of the aggregate common stock of the Company.

On July 1, 2024, the Company entered into a Convertible Loan Agreement with Evtec Aluminium pursuant to which the Company loaned Evtec Aluminum $ 1,150,000 (the “Evtec Loan”).

The Evtec Loan is unsecured, bears interest at 12 % per annum and has a maturity date of one year from the date of issuance.

The Evtec Loan is convertible into Evtec Aluminum ordinary shares at the rate of $ 1,197.92 per share at any time at the option of Blackboxstocks and converts automatically upon the closing of the Share Exchange Agreement (as defined below).

If converted, the Evtec Loan converts into approximately 3.2 % of the outstanding ordinary shares of Evtec Aluminum inferring a post money valuation of approximately $ 48,136,000 .

On July 3, 2024, the Company and Evtec entered into a First Amendment to Share Exchange Agreement (the “Amendment”) in order to reflect the effects of a Stock Purchase Agreement transaction consummated July 1, 2024 (Note 4) and the proposed issuance of Evtec warrants in connection with its pre-closing financing efforts.

Specifically, the Amendment provides:

That the Company will issue replacement warrants to holders of any outstanding warrants to acquire Evtec Aluminium ordinary shares which will permit holders to acquire shares of the Company’s Common Stock on substantially the same terms after adjusting the number of shares issuable and exercise price based upon the Exchange value of Evtec Aluminium ordinary shares and the Exchange Ratio.

Evtec Aluminium’s issuance of warrants is subject to approval by the Company in its reasonable discretion.

The definition of “Exchange Ratio” was changed to mean initially 294.17 shares of the Company’s Common Stock for each Evtec Aluminum share, which is subject to further adjustment, so that the consideration shares issuable to Evtec Sellers would equal 70.6 % of the total outstanding shares of the Company post-Closing

On May 13, 2024, the Company filed a Registration Statement on Form S-4 including an information statement/prospectus and a notice of action taken by written consent pursuant to section 14(C) of the Securities Exchange Act of 1934 as required under the terms of the Securities Exchange Agreement with Evtec Aluminium.

The registration statement is subject to review and approval by the Securities and Exchange Commission and has not yet been declared effective.

The Evtec Loan is convertible into Evtec Aluminum ordinary shares at the rate of $ 1,197.92 per share at any time at the option of.

Blackboxstocks Inc.

Notes to Condensed Consolidated Financial Statements

On January 13, 2025, pursuant to Section 8.1 of the Share Exchange Agreement, the Company and Evtec Aluminum entered into a termination agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Share Exchange Agreement.

As a result of the Termination Agreement, the Share Exchange Agreement is of no further force an effect (other than certain customary limited provisions that survive termination pursuant to the terms of the Share Exchange Agreement) and any ancillary agreements entered into in connection with the Share Exchange Agreement also automatically terminated in accordance with their respective terms.

On January 22, 2025 the Company withdrew its Registration Statement on Form S-4 previously filed in connection with the Share Exchange Agreement.

Prior to the Termination Agreement, Evtec Aluminium provided $ 1,292,980 of financial support to the Company that remains outstanding at March 31, 2025, and December 31, 2024.

Stockholders ’ Equity

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The Series B Stock is convertible into common shares on a one-for-one basis.

Prior to the stockholder approval, the Series B Stock is not convertible into more than 19.9 % of the Company’s outstanding common stock.

All previously outstanding shares of Series B Stock were forfeited in December 2023.

On July 1, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which the Company sold 312,500 shares of its common stock, par value $ 0.001 (“Common Stock”), at a price per share of $ 4.00 for gross proceeds of $ 1,250,000 .

Gust Kepler, a director, our President and Chief Executive Officer, purchased $ 100,000 of the Common Stock under the terms of the Stock Purchase Agreement.

Quadrofoglio Holdings LLC, a Florida limited liability company, purchased the remaining $ 1,150,000 of Common Stock.

The Stock Purchase Agreement contains standard representations and warranties from the Company and the purchasers.

There was no Series B Stock outstanding at either March 31, 2025 or December 31, 2024.

Blackboxstocks Inc.

Notes to Condensed Consolidated Financial Statements

Warrants to Purchase Common Stock

The following table presents the Company’s warrants as of September 30, 2024:

The following table presents the Company’s warrants as of March 31, 2025:

Number of Shares

Weighted Average

Exercise Price

Remaining Life

Weighted Average

Remaining Life (in

Warrants as of December 31, 2024

Warrants as of September 30, 2024

At September 30, 2024, all warrants were vested.

Warrants as of March 31, 2025

At March 31, 2025, warrants for the purchase of 88,510 shares were vested and no warrants remained unvested.

Incentive Stock Plan

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Effective October 7, 2022, the Company’s Stockholders approved an amendment and restatement of the 2021 Plan to increase the numbers of issuable shares from 187,500 to 312,500 .

On February 6, 2023 the Company’s stockholders approved a subsequent amendment and restatement of the 2021 Plan to increase the number of shares available for issuance from 312,500 to 612,500 shares.

On February 6, 2023 the Company’s stockholders approved the amendment and restatement of the 2021 Plan to increase the number of shares available for issuance from 312,500 to 612,500 shares.

The 2021 Plan allows the Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors.

The following table presents the Company’s options as of September 30, 2024:

During the period ended March 31, 2025, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs:

the price of the Company’s common stock on the date of issuance;

risk-free interest rate of 4.43 %, expected volatility of 153 % based on the volatility of the Company’s common stock, exercise price of $ 3.46 , and terms of 10 years.

During the three months ended March 31, 2025, 46,787 shares of restricted common stock valued at $ 161,430 were granted.

The restricted common stock vest equally on March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025.

The following table presents the Company’s options as of March 31, 2025:

Number of Shares

Weighted Average

Exercise Price

Weighted Average

Remaining Life (in

Options as of December 31, 2024

Options as of September 30, 2024

At September 30, 2024, options to purchase 198,877 shares were vested and options to purchase 1,998 shares remained unvested.

Options as of March 31, 2025

At March 31, 2025, options to purchase 138,875 shares were vested and options to purchase 11,250 shares remained unvested.

The Company expects to incur expenses for the unvested options totaling $ 38,415 as they vest.

Related Party Transactions

On March 16, 2023, the Company purchased 282,501 shares of Common Stock from Mr.

Kepler at a price of $ 0.28 per share.

The purchase of these shares was done in order to reduce Mr.

Kepler’s cash bonus for 2022.

The shares acquired from Mr.

Kepler were subsequently retired and added back to authorized but unissued shares.

As noted in Note 4, on July 1, 2024 Mr.

Kepler purchased 25,000 shares of common stock at a price of $ 4.00 per share pursuant to the Stock Purchase Agreement.

During the three months ended March 31, 2025, Mr.

Kepler advanced the Company $ 330,000 and the Company repaid Mr.

Kepler $ 183,132 .

At March 31, 2025, advances totaling approximately $ 248,000 remained due to Mr.

Blackboxstocks Inc.

Notes to Condensed Consolidated Financial Statements

On May 1, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), the Company received a loan of $ 130,200 .

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During December 2021, the terms of the note were amended to carry an interest rate of 1 % and mature on May 4, 2025.

As of September 30, 2024, the unpaid balance of the note totaled $ 17,874 .

Merchant Cash Advance

As of March 31, 2025, the unpaid balance of the note totaled $ 3,402 .

Senior Secured Debenture

The Company entered into a Securities Purchase Agreement dated with Five Narrow Lane LP (“FNL”), 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 debentures (the “Purchase Agreement”).

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 as of March 31, 2025.

An additional $ 750,000 was funded in April 2025 upon filing of a registration statement on Form S-4 for the Merger, and an additional $ 500,000 is expected to be funded when such registration statement on Form S-4 is declared effective by the SEC.

In addition, pursuant to the terms of the debenture, upon consummation of the Merger, the Company shall, at its option, either (i) pay FNL in cash the entire principal amount of the l debenture then outstanding, together with all accrued and unpaid interest thereon, the exit fee and any other amounts due thereunder, or (ii) issue to FNL such number of shares of Series C Convertible Preferred Stock, par value $ 0.001 per share, to be established by the Company upon closing of the Merger (the “Series C Stock”) for aggregate stated value equal to (x) 3.0 multiplied by (y) the entire principal amount of the debenture then outstanding, together with all accrued and unpaid interest thereon, the exit fee and other amounts due thereunder.

The Company has agreed to file a registration statement (the “Resale Registration Statement”) with the SEC registering the resale of common stock underlying the Debenture (the “Resale Securities”).

Pursuant to the terms of the Merger Agreement, (i) any REalloys warrants outstanding at the effective time of the Merger will be assumed by the Company and (ii) shares of Series X preferred stock issued by REalloys will be exchanged for shares of Series C Stock of the Company on a one-to-one basis.

Shares underlying the REalloys warrants and the Series C Stock will be registered pursuant to the Merger Registration Statement.

The Company incurred issuance costs of approximately $ 175,000 related to the debenture with FNL, which are being amortized over the life of the debenture.

The debenture is secured by substantially all of the assets of the Company including its wholly owned subsidiary and contains customary negative and affirmative covenants.

The Company was in compliance with these covenants at March 31, 2025.

The debenture matures on the earlier of January 17, 2026 or the date on which the Merger with REalloys is completed.

Merchant Cash Advances

On May 28, 2024, the Company entered into a merchant cash advance agreement with proceeds totaling $ 198,500 and total future receivables purchased totaling $ 272,000 .

On September 27, 2024, the Company entered into a merchant cash advance agreement with proceeds totaling $ 99,250 and total future receivables purchased totaling $ 136,000 .

On October 31, 2024, the Company entered into a merchant cash advance agreement with proceeds totaling $ 268,000 and total future receivables purchased totaling $ 228,480 .

The merchant cash advances are to be repaid through 28 weekly payments of $ 9,714 , $ 4,857 , and $ 8,160 , respectively.

The finance expense for the advances have been calculated using the effective interest rate method.

As of September 30, 2024, the unpaid balance of the merchant cash advances totaled $ 190,264 .

During February 2025, the September 27, 2024 merchant cash advance was amended to reduce the weekly payments.

Under the amended agreement, the merchant cash advance is to be repaid through eight weekly payments of $ 1,214 , two weekly payments of $ 4,585 , and eight weekly payments of $ 3,643 .

During February 2025, the October 31, 2024 merchant cash advance was amended to reduce the weekly payments.

Under the amended agreement, the merchant cash advance is to be repaid through eight weekly payments of $ 2,040 , seven weekly payments of $ 8,160 , and eight weekly payments of $ 36,120 .

The Company issued 15,000 shares with a value of $ 49,650 in consideration for amending the two merchant cash advances.

The amendments of the cash advances were accounted for as a debt extinguishment and reissuance in accordance with ASC 470-50-40-10.

As of March 31, 2025, the unpaid balance of the merchant cash advances totaled $ 129,124 .

During the three months ended March 31, 2025, the Company received an advance totaling $ 40,000 from an unrelated third party.

The advance is unsecured, bears no interest, and has no stated maturity date.

Blackboxstocks Inc.

Notes to Condensed Consolidated Financial Statements

Commitments and Contingencies

The Company leases approximately 2,685 square feet of office space in Dallas Texas pursuant to an office lease with Teachers Insurance and Annuity Association of America that expires on September 30, 2028.

During the period ended September 30, 2024, the Company’s related rent expenses totaled approximately $ 70,000 .

During the period ended March 31, 2025, the Company’s rental expenses totaled approximately $ 35,000 .

The table below shows the future lease payment obligations:

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Weighted-average discount rate

The Company is named as a defendant in a lawsuit filed by Feenix Payment Systems, LLC before the New York State Supreme Court, County of New York on June 20, 2023.

The plaintiff seeks damages in the amount of $ 500,000 from an alleged breach of an exclusivity agreement between the plaintiff and the Company.

The Company denies any liability for the alleged breach and intends to defend the matter vigorously.

The Company has asserted a counterclaim alleging the plaintiff failed to pay the Company a finder’s fee.

In addition, the Company is party to threatened or actual litigation occurring in the normal course of business but does not believe that the outcome of these matters could have a material effect on the Company’s financial statements.

Merger Agreement

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”).

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 common and convertible preferred stock representing approximately 92.7 % of the post-Close aggregate as common of the Company.

Closing of the Merger is subject to various customary closing conditions including but not limited to the Securities and Exchange Commission (“SEC”) declaring the registration statement effective, approval of REalloys initial listing application by Nasdaq, and stockholder approval.

The Merger will be accounted for as a reverse merger with REalloys being the accounting acquiror.

Registration Statement

On January 31, 2025, the Company filed a registration statement on Form S-3 for the sale of up to $ 50,000,000 of securities.

Subsequent Events

On April 14, 2025, the Company filed a joint proxy and consent solicitation statement/prospectus on Form S-4 with the SEC related to the proposed Merger with REalloys.

The registration statement remains subject to review by the SEC.

As a result of the registration statement being filed, the Company received an additional $ 750,000 in funding from FNL in accordance with the Purchase Agreement increasing the total amount under the debenture to $ 1,800,000 .

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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For the nine months ended September 30, 2024, the Company incurred an operating loss of $2,452,989 and a net loss of $2,522,487.

For the three months ended March 31, 2025, the Company incurred an operating loss of $887,666 and a net loss of $829,133.

In addition, for the year ended December 31, 2024, the Company incurred an operating loss of $3,309,064 and a net loss of $3,471,227.

Cash flows used in operations were $681,353 for the nine months ended September 30, 2024, and $3,166,067 for the year ended December 31, 2023.

The Company has cash of $60,921 as of September 30, 2024.These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Exchange will be accounted for as a reverse acquisition with Evtec Aluminium being the accounting acquiror.

The Company believes that the merger with Evtec Aluminium will attract additional capital investment as Evtec Aluminium is substantially larger than Blackbox and has a strong acquisition pipeline.

Management has also implemented a number of initiatives aimed at improving operating cash flow including, new product development, revised marketing strategies and expense reductions.

Cash flows used in operations were $643,730 for the three months ended March 31, 2025, and $705,725 for the year ended December 31, 2024.

The Company had cash of $215,346 as of March 31, 2025.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 RABLBX Merger Sub Inc.,a Nevada Corporation, and wholly owned subsidiary of the Company (“Merger Sub”) and REalloys.

Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, REalloys is expected to merge with and into Merger Sub, at which time Merger Sub will cease to exist and REalloys is expected to become a wholly-owned subsidiary of the Company.

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.

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 common and convertible preferred stock of Company Common Stock representing approximately 92.7% of the post-Close aggregate as common stock of the Company.

The Company believes that REalloys will be able to raise substantial capital and REalloys has completed a financing that will provide $5,000,000 upon completion of the Merger.

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”).

The Purchase Agreement provides for financing of up to an aggregate principal amount of $2,300,000 of which $1,800,000 has been received.

An additional $500,000 is expected to be funded when the Merger Registration Statement is declared effective by the SEC.

There can be no assurance that the Merger with REalloys will be completed and the related financing will be received.

The Company has historically been able to raise capital in order to fund its operations and on January 31, 2025, the Company filed a shelf registration statement on Form S-3 for the sale of up to $50,000,000 of securities.

There can be no assurance that the Company will be able to raise any capital or on acceptable terms.

Significant Accounting Policies

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 1, 2024.

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 21, 2025.

Liquidity and Capital Resources

At September 30, 2024, we had cash and marketable securities totaling $60,921 as compared to cash and marketable securities totaling $475,652 at December 31, 2023.

Our cash flows used in operations were $681,353 for the nine months ended September 30, 2024, as compared to $3,199,362 for the same period in the prior year.

Net cash used in investing activities for the nine months ended September 30, 2024, was $1,096,697 as compared to cash provided by investing activities of $3,273,886 for the prior year period.

The decrease in the cash flow from investing activities was due to the liquidation of marketable securities in order to fund the Company’s operations during the prior year, combined with the issuance of a note receivable in the current year.

The volume of marketable securities includes trading activity in a Company account that was used to research and test specific trading techniques although the account held less than $100,000.

We do not expect capital expenditures to be significant for the remainder of 2024.

Net cash provided by financing activities was $1,366,274 for the nine months ended September 30, 2024, as compared to net cash used in financing activities of $36,814 for the prior year period.

The increase in financing activities was the result of proceeds from the sale of common stock and funding from merchant cash advances.

As noted above, the Company intends to pursue the planned acquisition transaction with Evtec Aluminium however there can be no assurance that it will be able to complete the transaction or that such a transaction will provide the Company with sufficient liquidity to fund its operations.

At March 31, 2025, we had cash and marketable securities totaling $215,346 as compared to cash and marketable securities totaling $17,036 at December 31, 2024.

Our cash flows used in operations were $643,730 for the three months ended March 31, 2025, as compared to $353,803 for the same period in the prior year.

Net cash used in investing activities was $0 and $3,303 for the three months ended March 31, 2025 and 2024 respectively.

We don expect investing activities to require significant capital in the next twelve months.

Net cash provided by financing activities was $726,605 for the three months ended March 31, 2025, as compared to net cash used in financing activities of $7,229 for the prior year period.

The increase in financing activities was the result of proceeds from the sale issuance of our debenture to FNL in the amount of $1,050,000 which was partially offset by issuance costs and payments made on merchant cash advances.

As noted above, the Company expects one additional funding from FNL remaining in the amount of $500,000 which is due upon the SEC declaring the registration statement on form S-4 effective.

In addition, the Company has filed a shelf registration statement on form S-3 for the offering and sale of up to $50,000,000 in Company securities.

Under the terms of the Purchase Agreement, we may have to utilize up to 50% of the proceeds from any sale of securities under the S-3 to repay the outstanding debentures held by FNL.

As noted above, the Company intends to pursue the planned Merger with REalloys however there can be no assurance that it will be able to complete the Merger or that such Merger will provide the Company with sufficient liquidity to fund its operations.

In addition, 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 do so or on acceptable terms.

For the nine months ended September 30, 2024, Evtec Aluminium advanced the Company $1,043,000 in financial support.

Evtec Aluminium is not contractually required to provide any additional support and there can be no assurance that they may do so.

Results of Operations

Comparison of Three Months Ended September 30, 2024 and 2023

For the three months ended September 30, 2024, our revenue was $646,792, as compared to $727,218, for the three months ended September 30, 2023.

The decline in revenue of 11% was due to fewer subscribers in the current year that was partially offset by higher average revenue per subscriber.

Average subscribers for the three months ended September 30, 2024, was 2,972 as compared to 3,174 for the prior year period.

Average monthly revenue per subscriber was $72.55 for the three months ended September 30, 2024, as compared to $76.37 in the prior year period.

Cost of revenues for the three months ended September 30, 2024, and 2023 were $293,842 and $327,928, resulting in gross margins of 55% for both periods.

The primary components of cost of revenues include costs related to data and news feed expenses for exchange information which comprise the majority of the costs, as well as the costs for program moderators.

The gross margin percentage is expected to remain between 45% and 55%.

For the three months ended September 30, 2024, operating expenses were $1,088,582 as compared to $1,269,769 for the same period in 2023, a decrease of $181,187 or 14%.

We significantly reduced expenditures in software development costs, advertising and marketing and selling, general and administrative expenses for the 2024 period.

Selling, general and administrative expenses decreased from $957,372 for the three months ended September 30, 2023, to $891,282 for the three months ended September 30, 2024, a decrease of $66,090 or 7%.

The decrease was primarily driven by lower stock-based compensation expense which was partially offset by higher professional fees associated with the pending Exchange with Evtec Aluminum.

Advertising and marketing expenses decreased by $34,741 or 27% from $127,632 for the three months ended September 30, 2023, to $92,891 for the three months ended September 30, 2024, as the Company continues to reposition its marketing strategy.

Software development costs decreased by $71,792 or 41% from $173,665 in the three months ended September 30, 2023, to $101,873 for the three months ended September 30, 2024.

The decreased software development costs reflected lower development costs for our new product, Stock Nanny.

Our loss from operations for the three months ended September 30, 2024, was $734,166 as compared to a loss from operations of $869,229 for the prior year period.

The improvement in the loss from operations was driven by lower operating expenses and was partially offset by the lower sales.

Comparison of Nine months Ended September 30, 2024 and 2023

For the nine months ended September 30, 2024, our revenue was $1,981,974, as compared to $2,324,870, for the nine months ended September 30, 2023.

The decline in revenue of 15% was due to fewer subscribers in the current year that was partially offset by higher average revenue per subscriber.

Average subscribers for the nine months ended September 30, 2024, was 2,986 as compared to 3,564 for the prior year period.

Average monthly revenue per subscriber was $73.66 for the nine months ended September 30, 2024, as compared to $72.24 in the prior year period.

Cost of revenues for the nine months ended September 30, 2024, and 2023 were $1,007,401 and $1,202,534, resulting in gross margins of 49% and 48%, respectively.

Comparison of Three Months Ended March 31, 2025 and 2024

For the three months ended March 31, 2025, our revenue was $587,078, as compared to $649,420, for the three months ended March 31, 2024.

The decline in revenue of 9.6% was due to fewer subscribers in the current year as well as slightly lower revenue per subscriber.

Average subscribers for the three months ended March 31, 2025, was 2,707 as compared to 2,996 for the prior year period.

Average monthly revenue per subscriber was $69.22 for the three months ended March 31, 2025, as compared to $72.19 in the prior year period.

Other revenue for the period ended March 31.2025 consisted primarily of education revenue which is a new product for the Company.

We expect revenue from educational offerings to increase significantly in future periods.

Cost of revenues for the three months ended March 31, 2025, and 2024 were $343,003 and $357,958, resulting in gross margins of 41.6% and 44.9%, respectively.

The gross margin percentage is expected to remain between 45% and 55%.

For the nine months ended September 30, 2024, operating expenses were $3,429,812 as compared to $5,369,668 for the same period in 2023, a decrease of $1,939,856 or 36%.

We significantly reduced expenditures in software development costs, advertising and marketing and selling general and administrative expenses for the 2024 period.

Selling, general and administrative expenses decreased from $4,085,384 for the nine months ended September 30, 2023, to $2,735,480 for the nine months ended September 30, 2024, a decrease of $1,349,904 or 33%.

The decrease was primarily driven by lower stock-based compensation expense which was partially offset by higher professional fees associated with the pending Exchange with Evtec Aluminum.

Advertising and marketing expenses decreased by $158,751 or 32% from $496,028 for the nine months ended September 30, 2023, to $337,277 for the nine months ended September 30, 2024, as the Company continues to reposition its marketing strategy.

Software development costs decreased by $445,041 or 59% from $755,959 in the nine months ended September 30, 2023, to $310,918 for the nine months ended September 30, 2024.

The decreased software development costs reflected lower development costs for our new product Stock Nanny.

Our loss from operations for the nine months ended September 30, 2024, was $2,452,989 as compared to a loss from operations of $4,247,332 for the prior year period.

The improvement in the loss from operations was driven by lower operating expenses and was partially offset by the lower sales.

For the three months ended March 31, 2025, operating expenses were $1,131,741 as compared to $1,155,428 for the same period in 2024, a decrease of $23,700 or 2.1%.

Software development costs decreased only slightly in the current period to $105,982.

Selling, general and administrative expenses increased from $95,929 for the three months ended March 31, 2024, to $958,521 for the three months ended March 31, 2025.

The increase was primarily driven by higher professional fees associated with the pending Merger with REalloys.

Advertising and marketing expenses decreased by $67,394 or 50.8% from $132,723 for the three months ended March 31, 2024, to $65,329 for the three months ended March 31, 2025, as the Company continues to reposition its marketing strategy.

The Company may incur additional marketing expense in connection with its educational products the during the balance of 2025.

Our loss from operations for the three months ended March 31, 2025, was $829,133 as compared to a loss from operations of $863,711 for the prior year period.

Other income and expense included $9,250 in interest expense primarily related to the denture issued in 2025 as well as financing costs of $81,973 related to our merchant cash advances.

We expect the financing costs related to the merchant cash advances to terminate in July of 2025 and for our interest expense to increase as a result of the debenture issued in the first quarter as well as additional draws that have been or will be made under the Securities Purchase Agreement.

Other income of $157,546 relates to an ERC credit the Company was informed it would receive in the second quarter of 2025 and has also been classified as other receivable on the consolidated condensed balance sheet.

EBITDA (Non-GAAP Financial Measure)

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The following table sets forth a reconciliation of net loss to EBITDA:

Three Months Ended September 30,

Net income (loss)

Interest expense

Investment (income) loss

Depreciation and amortization expense

Financing costs

Stock based compensation

Total adjustments

Nine Months Ended September 30,

Net income (loss)

Three Months Ended March 31,

Interest expense

Investment (income) loss

Investment income

Depreciation and amortization expense

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Off Balance Sheet Arrangements

As of September 30, 2024, we did not have any material off-balance sheet arrangements.

As of March 31, 2025, we did not have any material off-balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk

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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.

What changed 10-Q

Item 1. Financial Statements