What changed in this filing

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Item 1. Financial Statements

2025-10-16 compared with 2025-08-14 · 171 added, 131 removed, 269 unchanged (53% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of June 30, 2025 and December 31, 2024

As of September 30, 2025 and December 31, 2024

September 30,

Current assets:

13 unchanged sentences

Lease liability right of use, current

Senior secured debenture, net of issuance costs

Convertible note

Other note payable

Senior secured convertible debenture, net of issuance costs

Convertible note payable

Merchant cash advance

9 unchanged sentences

Preferred stock, $ 0.001 par value, 2,600,000 shares authorized;

no shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

no shares issued and outstanding at September 30, 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 June 30, 2025 and December 31, 2024, respectively

3,269,998 issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Series B Convertible Preferred Stock, $ 0.001 par value, 2,400,000 shares authorized;

no shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

no shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

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

3,647,474 and 3,538,038 issued and outstanding at June 30, 2025 and December 31, 2024, respectively

3,962,093 and 3,538,038 issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock

Additional paid in capital

5 unchanged sentences

Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2025 and 2024

For the Three and Nine months ended September 30, 2025 and 2024

For the three months ended

For the six months ended

For the nine months ended

September 30,

Subscriptions

14 unchanged sentences

Loss on disposition of assets

Gain on settlement of assets and liabilities

Total other (income) expense

5 unchanged sentences

Condensed Consolidated Statement of Stockholders ’ Equity

For the Six Months Ended June 30, 2025 and 2024

For the Nine Months Ended September 30, 2025 and 2024

Preferred Stock

7 unchanged sentences

Balances, June 30, 2024

Stock based compensation

Issuance of stock for cash

Balances, September 30, 2024

Balances, December 31, 2024

6 unchanged sentences

Balances, June 30, 2025

Issuance of shares to treasury

Issuance of stock for cash

Shares issued for cashless exercise of options

Shares issued for the conversion of senior secured convertible debenture

Stock based compensation

Balances, September 30, 2025

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2025 and 2024

For the six months ended

For the Nine Months Ended September 30, 2025 and 2024

For the nine months ended

September 30,

Cash flows from operating activities:

7 unchanged sentences

Investment income

Gain on settlement of other liabilities and note receivable

Changes in operating assets and liabilities:

12 unchanged sentences

Sale of marketable securities

Issuance of note receivable

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from issuances of stock

Proceeds from issuance of notes payable

3 unchanged sentences

Net cash provided by (used in) financing activities

Net increase in cash

Net increase (decrease) in cash

Cash - beginning of period

7 unchanged sentences

Fees payable settled through convertible note payable

Note payable issued for settlement of other liabilities and note receivable

Issuance of stock for settlement of senior secured convertible debenture

Retirement of treasury stock

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

11 unchanged sentences

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 .

For the six months ended June 30, 2025, the Company incurred an operating loss of $ 2,031,119 and a net loss of $ 2,098,402 .

Cash flows used in operations totaled $ 1,693,863 for the six months ended June 30, 2025.

For the nine months ended September 30, 2025, the Company incurred an operating loss of $ 2,470,009 and a net loss of $ 2,819,009 .

Cash flows used in operations totaled $ 2,819,753 for the nine months ended September 30, 2025.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

5 unchanged sentences

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 debentures (the “Purchase Agreement”).

The Purchase Agreement provides for financing of up to an aggregate principal amount $ 2,300,000 of which $ 2,050,000 was received during the period ended June 30, 2025.

The Purchase Agreement provides for financing of up to an aggregate principal amount $ 2,300,000 of which $ 2,050,000 was received during the period ended September 30, 2025.

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

3 unchanged sentences

(“Alexander Capital”).

Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock, par value $ 0.001 per share (the “Shares”), having an aggregate offering price of up to $ 5,795,000 .

Sales of the Shares, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

As sales agent, Alexander Capital will offer the Shares at prevailing market prices and will use its commercially reasonable efforts, consistent with its sales and trading practices, to sell on the Company’s behalf all of the Shares requested to be sold by the Company, subject to the terms and conditions of the ATM Agreement.

As of August 11, 2025, the Company has raised gross proceeds of $ 618,829 under the ATM Agreement from the sale of 85,000 shares of its common stock.

Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock having an aggregate offering price of up to $ 5,795,000 .

Sales of the shares are to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

As sales agent, Alexander Capital will offer the shares at prevailing market prices and use its commercially reasonable efforts, consistent with its sales and trading practices, to sell on the Company’s behalf all of the shares requested to be sold by the Company, subject to the terms and conditions of the ATM Agreement.

As of October 15, 2025, the Company has raised gross proceeds of $ 1,445,712 under the ATM Agreement from the sale of 191,644 shares of its common stock.

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

8 unchanged sentences

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 period of loss.

The Company had total potential additional dilutive securities outstanding at June 30, 2025, as follows.

The Company had total potential additional dilutive securities outstanding at September 30, 2025, as follows.

Series A Convertible Preferred Shares

10 unchanged sentences

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 provided $ 1,293,000 of financial support to the Company that remains outstanding at June 30, 2025, and December 31, 2024.

On August 13, 2025 the Company and Evtec entered into a settlement agreement whereby Evtec and the Company would cancel the $ 1,150,000 note due by Evtec, the $ 1,293,000 advance due by the Company in return for a $ 100,000 note from Blackbox.io to Evtec due in June 2026.

Prior to the Termination Agreement, Evtec provided $ 1,293,000 of financial support to the Company.

On August 13, 2025, the Company and Evtec entered into a settlement agreement whereby Evtec and the Company cancelled the $ 1,150,000 note due by Evtec and the $ 1,293,000 advance due by the Company in return for a $ 100,000 note from Blackbox.io to Evtec due on July 1, 2026.

The Company recorded a gain of $ 93,000 on the settlement agreement.

Stockholders ’ Equity

During the period ended June 30, 2025, the Company issued 30,000 shares of common stock valued at $ 104,300 for consulting services.

During the period ended June 30, 2025, the Company issued 15,000 shares of common stock valued at $ 49,650 for financing costs.

During the period ended June 30, 2025, the Company issued 7,649 shares of common stock for the cashless exercise of options.

During the nine months ended September 30, 2025, the Company issued 30,000 shares of common stock valued at $ 104,300 for consulting services.

During the nine months ended September 30, 2025, the Company issued 15,000 shares of common stock valued at $ 49,650 for financing costs.

During the nine months ended September 30, 2025, the Company issued 10,610 shares of common stock for the cashless exercise of options.

On July 1, 2025 the Company entered into an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P..

Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock having an aggregate offering price of up to $ 5,795,000 .

Sales of the shares are to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

As of September 30, 2025, the Company has raised gross proceeds of $ 1,120,795 from the ATM from the sale of 160,276 shares of its common stock and incurred $ 83,824 in expenses including fees of Alexander Capital and legal fees.

During the period ended September 30, 2025, the Company calculated the fair value of the warrants 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 3.96 %, expected volatility of 150 % based on the volatility of the Company’s common stock, exercise price of $ 5.46 , and terms of 5 years.

During the period ended September 30, 2025, the Company issued a warrant for 33,700 shares with an exercise price of $ 5.46 and a term of 5 years to its placement agent in connection with the issuance of the Senior Secured Debenture (See Note 3).

The warrant was valued at $ 233,010 and vested at issuance.

Incentive Stock Plan

During the period ended June, 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:

During the period ended September 30, 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 period ended June 30, 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.

During the period ended June 30, 2025, 10,000 shares of restricted common stock valued at $ 29,000 were granted.

During the period ended September 30, 2025, 46,787 shares of restricted common stock valued at $ 161,430 were granted.

The restricted common stock shares vest in equal amounts on March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025.

During the period ended September 30, 2025, 10,000 shares of restricted common stock valued at $ 29,000 were granted.

The restricted common stock vested at issuance.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

The following table presents the Company’s options as of June 30, 2025:

Number of Shares

Weighted Average

The following table presents the Company’s options as of September 30, 2025:

Exercise Price

Weighted Average

Remaining Life (in

Remaining Life

Options as of December 31, 2024

Options as of June 30, 2025

At June 30, 2025, options to purchase 138,875 shares were vested and options to purchase 7,500 shares remained unvested.

Options as of September 30, 2025

At September 30, 2025, options to purchase 128,875 shares of common stock were vested and options to purchase 3,750 shares of common stock remained unvested.

The Company expects to incur expenses for the unvested options totaling $ 12,800 as they vest.

Related Party Transactions

During the period ended June 30, 2025, Mr.

During the nine months ended September 30, 2025, Mr.

Kepler advanced the Company $ 360,000 and the Company repaid Mr.

Kepler $ 436,209 .

At June 30, 2025, and December 31, 2024, advances totaling approximately $ 25,000 and $ 101,000 , respectively remained due to Mr.

At September 30, 2025, and December 31, 2024, advances totaling approximately $ 0 and $ 101,000 , respectively, remained due to Mr.

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 (the “Purchase Agreement”), pursuant to which the Company agreed to issue, and Five Narrow Lane LP agreed to purchase, debentures (defined therein as the “Additional Debentures”).

The Purchase Agreement provides for financing of up to an aggregate principal amount of $ 2,300,000 of which $ 2,050,000 has been received.

In addition, pursuant to the terms of the Additional Debenture, upon consummation of the Merger, the Company shall, at its option, either (i) pay FNL in cash the entire principal amount of the Additional 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 Additional Debenture then outstanding, together with all accrued and unpaid interest thereon, the exit fee and other amounts due thereunder.

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 (the “FNL Purchase Agreement”), pursuant to which the Company agreed to issue, and FNL agreed to purchase, a debenture (defined therein as the “Additional Debenture”).

The FNL Purchase Agreement provides for financing of up to an aggregate principal amount of $ 2,300,000 of which $ 2,050,000 has been received.

In addition, pursuant to the terms of the Additional Debenture, upon consummation of the Merger with REalloys, the Company shall, at its option, either (i) pay FNL in cash the entire principal amount of the Additional 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 Additional Debenture then outstanding, together with all accrued and unpaid interest thereon, the exit fee and other amounts due thereunder.

The Company has filed a registration statement (the “Resale Registration Statement”) with the SEC registering the resale of common stock underlying the Additional Debenture (the “Resale Securities”) which was declared effective by the SEC on May 5, 2025.

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 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 $ 255,000 related to the Additional Debentures, which are being amortized over the life of the Additional Debentures.

The Additional Debentures are 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 June 30, 2025.

The Additional Debentures mature on the earlier of January 17, 2026, or the date on which the Merger with REalloys is completed.

Prior to the consummation of the Merger, the Additional Debenture is convertible into common stock at a conversion price of $ 5.46 per share.

As of September 30, 2025, FNL had converted $ 609,650 of the Additional Debenture into 111,658 shares of common stock.

The Company incurred issuance costs of approximately $ 255,000 related to the Additional Debenture, which are being amortized over the life of the Additional Debenture.

The Additional 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 September 30, 2025.

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

Convertible Note Payable

2 unchanged sentences

The convertible note, has a present conversion price $ 5.46 per share of common stock, matures on the earlier of January 17, 2026, or the effective date of the Merger.

In connection with the sale of the Additional Debenture to FNL, the Company incurred issuance costs of $ 164,000 payable to Palladium Capital Group (“Palladium”), the placement agent.

The Company issued Palladium a 7 % convertible note payable to settle the issuance costs.

The convertible note has a present conversion price $ 5.46 per share of common stock and matures on the earlier of January 17, 2026, or the effective date of the Merger with REalloys.

On August 13, 2025, the Company and Evtec entered into a settlement agreement whereby Evtec and the Company cancelled the $ 1,150,000 note due by Evtec and the $ 1,293,000 advance due by the Company to Evtec in return for a $ 100,000 note from Blackbox.io to Evtec due on July 1, 2026.

The Note is unsecured and bears interest at 10 % per annun.

Blackboxstocks Inc.

1 unchanged sentence

Merchant Cash Advances

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.

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

Under the amended agreement, the merchant cash advance was 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 Company’s October 31, 2024 merchant cash advance was amended to reduce the weekly payments.

Under the amended agreement, the merchant cash advance was 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 of common stock 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 June 30, 2025, the unpaid balance of the merchant cash advances totaled $ 15,338 .

As of September 30, 2025, the merchant cash advances had been fully repaid.

Commitments and Contingencies

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”).

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”).

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

On March 10, 2025 the Company entered into its Merger Agreement with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company and REalloys.

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 of the Company, par value $ 0.001 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.

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.

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.

Subsequent Events.

On July 1, 2025, Blackboxstocks, Merger Sub and REalloys entered into a First Amendment to Agreement and Plan of Merger (the “Amendment”) in order to reflect Blackboxstocks’ intent to conduct an at-the-market offering of its common stock, pursuant to which up to 250,000 shares of Blackboxstocks common stock may be sold and issued without affecting the calculation of Company Merger Shares (as defined in the Merger Agreement) to be issued in the Merger.

Specifically, the Amendment provides that:

On July 1, 2025, the Company, Merger Sub and REalloys entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”) in order to reflect Blackboxstocks’ intent to conduct an at-the-market offering of its common stock, pursuant to which up to 250,000 shares of Blackboxstocks common stock may be sold and issued without affecting the calculation of Company Merger Shares (as defined in the Merger Agreement) to be issued in the Merger.

Specifically, the First Amendment provides that:

The definition of “Permitted Shelf Takedown” was added to Section 1.1 of the Merger Agreement and means “an at-the-market offering of Parent common stock under its shelf registration statement on Form S-3 (File No.

333-284626) which became effective on February 10, 2025, which constitutes a “Permitted Shelf Takedown” as contemplated under the terms of that certain Amendment to Securities Purchase Agreement, dated January 27, 2025, by and between Parent and Five Narrow Lane LP, and the transactions contemplated thereby.”

Blackboxstocks Inc.

Notes to Condensed Consolidated Financial Statements

The definition of “Parent Outstanding Shares” was changed in Section 1.1 of the Merger Agreement and means “ without duplication, (including, without limitation, the effects of the Split, if completed) the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time expressed on a fully-diluted basis, and assuming, without limitation or duplication, the issuance of shares of Parent Common Stock in respect of all In the Money Parent Options, warrants or other rights or commitments to receive shares of Parent Common Stock or Parent Preferred Stock (or securities convertible or exercisable into shares of Parent Common Stock or Parent Preferred Stock other than Parent Series A Stock), whether conditional or unconditional, that are outstanding as of immediately prior to the Effective Time;

provided, however, (i) the total number of Parent Common Stock issuable upon conversion of the outstanding Parent Series A Stock shall not be included in the calculation of Parent Outstanding Shares, (ii) up to 250,000 shares of Parent Common Stock or such lesser number of shares actually sold and issued in the Parent’s Permitted Shelf Takedown shall not be included in the Calculation of Parent Outstanding Shares, and (iii) for purposes of calculating the Parent Outstanding Shares, the Parent Outstanding Shares shall be increased by one third (1/3) of the total Parent Financing Preferred Stock Conversion Shares rounded down to the nearest whole number.”

On July 1, 2025 the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P.

(“Alexander Capital”).

As of August 12, 2025, the Company has raised gross proceeds of $ 618,829 from the ATM from the sale of 85,000 shares of its common stock.

Blackboxstocks Inc.

Notes to Condensed Consolidated Financial Statements

On August 22, 2025, the Company, Merger Sub and REalloys entered into a Second Amendment to Agreement and Plan of Merger (the “Second Amendment”) in order to delete and restate in its entirety the definition of “Permitted Transfer” in the CVR Agreement, which is attached as Exhibit E to the Merger Agreement, as follows:

“Permitted Transfer” means (i) the transfer of any or all of the CVRs (upon the death of the Holder) by will or intestacy;

(ii) transfer by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee;

(iii) transfers made pursuant to a court order of a court of competent jurisdiction (such as in connection with divorce, bankruptcy or liquidation);

(iv) a transfer made by operation of law (including a consolidation or merger);

(v) a transfer from a participant’s account in a tax-qualified employee benefit plan to the participant or to such participant’s account in a different tax-qualified employee benefit plan or to a tax-qualified individual retirement account for the benefit of such participant;

(vi) a transfer from a participant in a tax-qualified employee benefit plan, who received the CVRs from such participant’s account in such tax-qualified employee benefit plan, to such participant’s account in a different tax-qualified employee benefit plan or to a tax-qualified individual retirement account for the benefit of such participant;

or (vii) in the case of CVRs held in book-entry form or other similar nominee form, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by DTC.

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.

From time to time in the normal course of business, the Company may be party to lawsuits or other claims.

No such matters are expected to have a material impact on the Company’s financial position or results of operations.

Subsequent Event

Between October 1, 2025 and October 15, 2025, FNL converted an additional $ 982,800 of the Additional Debenture into 180,000 shares of common stock.

FNL has converted a total of $ 1,592,450 of the $ 2,050,000 Additional Debenture of into common stock.

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

12 unchanged sentences

We launched the Blackbox System web application for domestic use and made it available to subscribers in September 2016.

Subscriptions for the use of the Blackbox System web application are sold on a monthly and/or annual subscription basis to individual consumers through our website at https://blackboxstocks.com.

Subscriptions for the use of the Blackbox System web application are currently sold on a monthly and/or annual subscription basis to individual consumers through our website at https://blackboxstocks.com.

Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 and our telephone number is (972) 726-9203.

3 unchanged sentences

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 six months ended June 30, 2025, the Company incurred an operating loss of $2,032,119 and a net loss of $2,098,402.

For the nine months ended September 30, 2025, the Company incurred an operating loss of $2,470,009 and a net loss of $2,819,009.

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 $1,693,863 for the six months ended June 30, 2025, and $705,725 for the year ended December 31, 2024.

The Company had cash of $38,164 as of June 30, 2025.These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Cash flows used in operations were $2,649,753 for the nine months ended September 30, 2025, and $705,725 for the year ended December 31, 2024.

The Company had cash of $93,186 as of September 30, 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.

4 unchanged sentences

In addition, 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 FNL agreed to purchase debentures (the “Purchase Agreement”).

The Purchase Agreement provides for financing of up to an aggregate principal amount of $2,300,000 of convertible debentures of which $2,050,000 has been received.

The FNL Purchase Agreement provides for financing of up to an aggregate principal amount of $2,300,000 of convertible debentures of which $2,050,000 has been received.

An additional $250,000 is expected to be funded when the Merger Registration Statement is declared effective by the SEC.

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(“Alexander Capital”).

Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $5,795,000.

Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock having an aggregate offering price of up to $5,795,000.

As sales agent, Alexander Capital will offer the shares at prevailing market prices and will use its commercially reasonable efforts, consistent with its sales and trading practices, to sell on the Company’s behalf all of the Shares requested to be sold by the Company, subject to the terms and conditions of the ATM Agreement.

As of August 12, 2025, the Company has raised gross proceeds of $618,829 from the ATM.

As of October 15, 2025, the Company has raised gross proceeds of $1,445,712 from the ATM Agreement.

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.

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Liquidity and Capital Resources

At June 30, 2025, we had cash totaling $38,164 as compared to cash totaling $17,036 at December 31, 2024.

Our cash flows used in operations were $1,693,863 for the six months ended June 30, 2025, as compared to $687,198 for the six months ended June 30, 2024.

At September 30, 2025, we had cash totaling $93,186 as compared to cash totaling $17,036 at December 31, 2024.

Our cash flows used in operations were $2,649,753 for the nine months ended September 30, 2025, as compared to $381,353 for the nine months ended September 30, 2024.

2024 cash flows from operations included $1,518,000 in cash flows from financial support provided by Evtec Aluminium Limited (“Evtec”) in connection with the transaction contemplated by our Share Exchange Agreement which was terminated in January 2025.

Net cash used in investing activities was $0 and $3,303 for the six months ended June 30, 2025 and 2024 respectively.

Net cash used in investing activities was $0 and $1,096,697 for the nine months ended September 30, 2025 and 2024 respectively.

Investing cash flows for the 2024 period included $1,100,000 for the issuance of a convertible note to Evtec.

We do not expect investing activities to require significant capital in the next twelve months.

Net cash provided by financing activities was $1,714,991 for the six months ended June 30, 2025, as compared to $1,266,680 for the prior year period.

The 2025 financing activity cash flow was primarily due to proceeds from the sale issuance of our debenture to FNL in the amount of $2,050,000 which was partially offset by issuance costs and payments made on merchant cash advances.

Net cash provided by financing activities was $2,725,903 for the nine months ended September 30, 2025, as compared to $1,366,274 for the prior year period.

The 2025 financing activity cash flow was primarily due to proceeds from the sale and issuance of our Additional Debenture to FNL in the amount of $2,050,000 and issuances under our ATM Agreement resulting in proceeds of $1,036,645 after deducting transaction costs which were partially offset by payments made on merchant cash advances.

As noted above, the Company expects one additional funding from FNL remaining in the amount of $250,000 which is due upon the SEC declaring the Merger consideration 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.

On July 1, 2025 the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P.

(“Alexander Capital”).

Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $5,795,000.

As of August 12, 2025, the Company has raised gross proceeds of $618,829 from the ATM from the sale of 85,000 shares of its common stock.

Under the terms of the FNL Purchase Agreement, we may have to utilize up to 50% of the proceeds from any sale of securities under our shelf Registration Statement on Form S-3 to repay the outstanding Additional Debenture held by FNL .Pursuant to the Company’s ATM Agreement, it is able to sell up to $5,795,000 of the Company’s common stock of which $1,445,712 has been sold as of October 15, 2025.

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.

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Results of Operations

Comparison of Three Months Ended June 30, 2025 and 2024

For the three months ended June 30, 2025, our revenue was $518,783, as compared to $684,712, for the three months ended June 30, 2024.

The decline in revenue of 24.2% was due to fewer subscribers in the current year as well as slightly lower revenue per subscriber.

Average subscribers for the three months ended June 30, 2025, was 2,707 as compared to 2,996 for the prior year period.

Average monthly revenue per subscriber was $63.88 for the three months ended June 30, 2025, as compared to $76.11 in the prior year period.

The lower average revenue per subscriber was driven by promotional offerings of $29.97 per month.

Cost of revenues for the three months ended June 30, 2025, and 2024 were $351,559 and $356,017, resulting in gross margins of 32.2% and 48.0%, respectively.

Comparison of Three Months Ended September 30, 2025 and 2024

For the three months ended September 30, 2025, our revenue was $696,995, as compared to $647,842, for the three months ended September 30, 2024.

The increase in revenue of $49,153 or 7.6% was due to additional revenue generated from the Company’s educational classes.

Average subscribers for the three months ended September 30, 2025, was 2,876 as compared to 2,940 for the prior year period.

Average monthly revenue per subscriber was $74.68 for the three months ended September 30, 2025, as compared to $73.34 in the prior year period.

Cost of revenues for the three months ended September 30, 2025, and 2024 were $322,905 and $293,426, resulting in gross margins of 53.7% and 54.7%, respectively.

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 decrease in the gross profit margin was driven by lower absorption of fixed costs and lower average revenue per subscriber.

For the three months ended June 30, 2025, operating expenses were $1,310,677 as compared to $1,153,612 for the same period in 2024, an increase of $158,065 or 13.7%.

For the three months ended September 30, 2025, operating expenses were $812,980 as compared to $1,088,582 for the same period in 2024, a decrease of $275,602 or 25.3%.

Software development costs increased only slightly in the current period to $106,642.

Selling, general and administrative expenses increased from $938,269 for the three months ended June 30, 2024, to $1,130,270 for the three months ended June 30, 2025.

The increase of $192,001 was primarily driven by $96,916 in higher professional fees associated with the pending Merger with REalloys and $79,301 of higher stock-based compensation during the 2025 period.

Advertising and marketing expenses decreased by $35,757 or 32.0% from $111,663 for the three months ended June 30, 2024, to $75,906 for the three months ended June 30, 2025, as the Company continues to reposition its marketing strategy.

Selling, general and administrative expenses decreased from $891,282 for the three months ended September 30, 2024, to $655,904 for the three months ended September 30, 2025.

The decrease of $235,378 was primarily driven by lower professional fees and lower stock based compensation in the 2025 period.

Advertising and marketing expenses decreased by $43,642 or 47.0% to $49,911 for the three months ended September 30, 2025 from the 2024 period.

The Company reduced its advertising expenses as it rolled out new pricing tiers for its products in late September.

Instead of offering a single product for either monthly or annual subscriptions, the Company provides subscriptions for Options Basic, Options Plus, Equities Plus or Equities and Options Premium on either a monthly or annual subscription.

Pricing for monthly subscriptions range from $59 for Options Basic to $149 for Equities and Options Premium.

Annual subscriptions range from $566 to $1,430.

Advertising expense is expected to increase in the fourth quarter due to holiday promotions.

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 June 30, 2025, was $1,144,453 as compared to a loss from operations of $824,917 for the prior year period.

Other income and expense included $37,896 in interest expense primarily related to the debenture issued in 2025 as well as amortization of financing costs of $77,168 related to the FNL debentures.

Financing costs related to the merchant cash advances were $10,752 for the quarter ended June 30, 2025 and will terminate in the third quarter.

Other income and expense for the quarter ended June 30, 2024 included financing expenses of $23,012 related to merchant cash advances and $29,940 on the loss on disposition of assets.

Comparison of Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2025, our revenue was $1,105,861, as compared to $1,334,132, for the six months ended June 30, 2024.

The decline in revenue of 17.1% was due to fewer subscribers in the current year as well as slightly lower revenue per subscriber.

Average subscribers for the six months ended June 30, 2025, was 2,709 as compared to 2,989 for the prior year period.

Average monthly revenue per subscriber was $66.50 for the six months ended June 30, 2025, as compared to $74.31 in the prior year period.

The lower average revenue per subscriber was driven by promotional offerings of $29.97 per month.

Cost of revenues for the six months ended June 30, 2025, and 2024 were $694,562 and $713,975, resulting in gross margins of 37.2% and 46.5%, respectively.

Our loss from operations for the three months ended September 30, 2025, was $438,890 as compared to a loss from operations of $734,166 for the prior year period.

The $275,602 decrease in the operating loss was primarily due to lower operating expenses as described above.

Other income and expense included $55,172 in interest expense primarily related to the FNL debenture issued in 2025 as well as amortization of debt issuance costs of $78,016 related to the FNL debenture and financing costs of $242,529.

The Company also recorded a one time gain of $93,000 related to the settlement of the Evtec note and advances.

Other income and expense for the quarter ended September 30, 2024 was $46,667 and consisted primarily of financing costs related to merchant cash advances.

Comparison of Nine months ended September 30, 2025 and 2024

For the nine months ended September 30, 2025, our revenue was $1,802,856 as compared to $1,981,874, for the nine months ended September 30, 2024.

The decline in revenue of $179,118 or 9.0% was due to fewer subscribers in the current year as well as slightly lower revenue per subscriber.

Average subscribers for the nine months ended September 30, 2025, was 2,759 as compared to 2,975 for the prior year period.

Average monthly revenue per subscriber was $69.48 for the nine months ended September 30, 2025, as compared to $73.93 in the prior year period.

The lower average revenue per subscriber was driven by promotional offerings of $29.97 per month offered earlier in 2025.

Cost of revenues for the nine months ended September 30, 2025 and 2024 were $1,017,467 and $1,007,401, resulting in gross margins of 43.6% and 49.2%, respectively.

The decrease in the gross profit margin was driven by lower absorption of fixed costs and lower average revenue per subscriber.

For the six months ended June 30, 2025, operating expenses were $2,442,418 as compared to $2,309,040 for the same period in 2024, an increase of $133,378 or 5.87%.

Software development costs of $208,892 for the six months ended June 30, 2025 were approximately the same as the prior year.

Selling, general and administrative expenses increased from $1,844,198 for the six months ended June 30, 2024, to $2,088,791 for the six months ended June 30, 2025.

The increase of $244,593 was primarily driven by $217,372 in higher professional fees associated with the pending Merger with REalloys.

Advertising and marketing expenses decreased by $103,151 or 42.2% from $244,386 for the six months ended June 30, 2024, to $141,235 for the six months ended June 30, 2025, as the Company continues to reposition its marketing strategy.

For the nine months ended September 30, 2025, operating expenses were $3,255,398 as compared to $3,397,622 for the same period in 2024, a decrease of $142,224 or 4.2%.

Software development costs of $315,534 for the nine months ended September 30, 2025 were approximately the same as the prior year.

Selling, general and administrative were $2,744,695 for the nine months ended September 30, 2025, as compared to $2,735,480 for the nine months ended September 30, 2024.

Advertising and marketing expenses decreased by $146,853 or 43.5% from $337,227 for the nine months ended September 30, 2024, to $190,434 for the nine months ended September 30, 2025, as the Company continues to reposition its marketing strategy including the introduction of new pricing tiers as described above.

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 six months ended June 30, 2025, was $2,031,119 as compared to a loss from operations of $1,688,883 for the prior year period.

The increase in the loss from operations of $342,236 was due to lower gross profits and higher operating expenses as discussed above.

Other income and expense for the six months ended June 30, 2025 was $67,283 consisting primarily of interest and amortization of debt issuance costs relate to the dentures totaling $132,104 and other financing costs of $92,725 which were partially offset by other income relating to employee retention credits.

Our loss from operations for the nine months ended September 30, 2025, was $2,470,009 as compared to a loss from operations of $2,423,049 for the prior year period.

The increase in the loss from operations of $46,960 was due to lower gross profits which were largely offset by lower operating expenses as discussed above.

Other income and expense for the nine months ended September 30, 2025 was $349,000.

Interest and amortization of debt issuance costs relating primarily to the debentures totaling $265,292 and other financing costs of $335,254 were partially offset by other income relating to employee retention credits of $158,546 and a gain from the settlement of the Evtec note and advance of $93,000.

Other expenses for the nine months ended September 30, 2024 consisted primarily of financing costs related to merchant cash advances of 69,621 and a loss on disposition of assets of $29,940.

EBITDA (Non-GAAP Financial Measure)

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

For the six months ended

For the three months ended

For the nine months ended

September 30,

Interest expense (income)

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Off Balance Sheet Arrangements

As of June 30, 2025, we did not have any material off-balance sheet arrangements.

As of September 30, 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