Duyuru • Dec 17
Blackboxstocks Inc., Annual General Meeting, Feb 02, 2026 Blackboxstocks Inc., Annual General Meeting, Feb 02, 2026. Location: 7jpp_qvvsaoiig5ahftecg, United States Duyuru • Jul 02
Blackboxstocks Inc. has filed a Follow-on Equity Offering in the amount of $5.795 million. Blackboxstocks Inc. has filed a Follow-on Equity Offering in the amount of $5.795 million.
Security Name: Common Stock
Security Type: Common Stock
Transaction Features: At the Market Offering Duyuru • Mar 11
REalloys Inc. entered into an agreement and plan of merger to acquire Blackboxstocks Inc. (NasdaqCM:BLBX) from Gust Kepler and others for an enterprise value of $400 million in a reverse merger transaction. REalloys Inc. entered into an agreement and plan of merger to acquire Blackboxstocks Inc. (NasdaqCM:BLBX) from Gust Kepler and others for an enterprise value of $400 million in a reverse merger transaction on March 10, 2025. Upon closing of the Merger, it is anticipated Blackbox’s and REalloys’ stockholders will own approximately 7.3% and 92.7%, respectively, of the combined company’s shares of common stock expected to be outstanding upon closing of the Merger, based on REalloys’ initial valuation of $400 million. Blackbox’s stockholders of record prior to closing will receive Contingent Value Rights (CVRs) entitling them to certain net proceeds from the potential sale of Blackbox’s current fintech operations within 24 months post-Merger. Post-closing, David Argyle is expected to assume the role of Chief Executive Officer of the combined company, while Gust Kepler will continue as Chief Executive Officer of Blackbox.io, Inc., a subsidiary formed to continue the Company’s historic fintech operations. REalloys will appoint five members and current management of Blackbox will appoint one member to the board of directors of the post-Merger combined company. Following the Closing, the Company is expected to be renamed “REalloys Inc.,” and it is expected that the shares of Company Common Stock will continue to be listed on Nasdaq.
Closing of the Merger is subject to various customary closing conditions. Each party’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are conditioned upon (i) the effectiveness of the Registration Statement on Form S-4, (ii) expiration or termination of applicable regulatory waiting periods, (iii) no restraints from any governmental authority preventing the consummation of the contemplated transactions under the Merger Agreement, (iv) the Company and REalloys obtaining their respective requisite stockholder votes to consummate the transactions contemplated by the Merger Agreement, (v) Nasdaq’s approval of the Company’s Nasdaq listing application for the post-Merger entity, (vi) execution of Lock-Up Agreements (as further described below), (vii) execution of a Stock Purchase Agreement by and between Gust Kepler and Lipi Sternheim whereby Gust Kepler shall agree to sell 1,634,999 shares of Company Series A Convertible Preferred Stock to Lipi Sternheim contingent upon and effective concurrently with Closing, and (viii) the filing of an amendment to Company’s charter with the Secretary of State of the State of Nevada, containing such amendments necessary to consummate the transactions contemplated by the Merger Agreement. Company’s and Merger Sub’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned upon customary closing conditions as well as REalloys having sufficient stockholder’s equity as necessary for the Company to meet Nasdaq listing requirements. REalloy’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned upon customary closing conditions as well as (i) the Company’s execution of the Option Agreement, (ii) the Company’s consummation of a Company Financing and issuance of $2,300,000 of Additional Debentures to the satisfaction of the REalloys (as further described below), (iii) the Company having Net Cash (as defined in the Merger Agreement) equal to or in excess of negative $2.69 million, and (iv) the Company filing the Certificate of Designations establishing a class of Company preferred stock to be designated Series C Convertible Preferred Stock. The Merger is expected to close in the second quarter of 2025 and is subject to customary closing conditions including but not limited to regulatory, lender and stockholder approval. The transaction has been approved the board of directors of Blackboxstocks and REalloys.
Jeff McPhaul of Winstead PC is serving as legal counsel to Blackbox. Rick A. Werner, Alla Digilova and Simin Sun of Haynes and Boone, LLP are serving as legal counsel to REalloys. Palladium Capital Group, LLC acted as the exclusive Financial Advisor in the transaction. Duyuru • Jan 27
Blackboxstocks Inc. Announces Appointment of Grant Evans as Director Blackboxstocks Inc. announced that on January 21, 2025 the Company appointed Grant Evans as a Director to replace Ray Balestri who passed away unexpectedly earlier this month. Mr. Evans has been a partner with Pacific Coast Partners, an advisory firm focusing on mergers and acquisitions, strategy and capital raising since 2021. Prior to that, Mr. Evans has held several CEO positions in public and private companies including ActivIdentity Inc. where he was Chairman and CEO, a (NASDAQ listed company) and global supplier and leader of secured identification and encryption solutions for end point management, secured access, data protection and monitoring. Mr. Evans is as an independent director under the requirements set by Nasdaq and the SEC and will chair the Company’s audit committee. Duyuru • Jan 17
Blackboxstocks Receives a Notice from the Listing Qualifications Department of Nasdaq As previously disclosed, on January 7, 2025, Blackboxstocks Inc. notified the Nasdaq Stock Market LLC that, as a result of not holding its 2024 annual meeting of the stockholders on or before December 31, 2024, the Company was not in compliance with Nasdaq’s annual meeting requirements as set in Nasdaq Listing Rule 5620(a) which requires that each company listing common stock hold an annual meeting of stockholders within one year of the end of each fiscal year. On January 13, 2025, the Company received a notice (the “Annual Meeting Notice”) from the Listing Qualifications Department of Nasdaq stating that, consistent with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days from the date of the Annual Meeting Notice (i.e., February 27, 2025) to submit a plan to regain compliance, and if Nasdaq accepts such plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end (i.e., June 30, 2025) to regain compliance. The Company has scheduled its 2024 annual meeting of the stockholders for February 7, 2025 in order to cure the non-compliance and plans to timely submit its plan to regain compliance to the Nasdaq by holding the 2024 annual meeting on such date. As previously disclosed, on January 7, 2025, the Company notified Nasdaq that, as a result of Ray Balestri’s passing, the Company was no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Company’s board of directors to be comprised of Independent Directors, and Nasdaq Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee to be comprised of at least three independent directors. On January 13, 2025, the Company received a notice (the “Director Notice”) from the Listing Qualifications Department of Nasdaq stating that, consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period in order to regain compliance. Such cure period will either be (i) until the earlier of the Company’s next annual meeting of the stockholders or January 4, 2026, or (ii) if the Company’s next annual meeting of the stockholders is held before July 3, 2025, then no later than July 3, 2025. The Company is in the process of reviewing and evaluating potential options to regain compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A) within the cure period provided by Nasdaq. Duyuru • Jan 08
Blackboxstocks Inc. Announces Demise of Ray Balestri, Director and Member of Audit, Compensation and Nominating and Governance Committee Blackboxstocks Inc. announced that on January 4, 2025, Ray Balestri, a current named director of the Company, passed away unexpectedly. Prior to his passing, Mr. Balestri also served as a member of the Company’s Audit Committee, Compensation Committee and Nominating and Governance Committee. On January 7, 2025, the Company notified Nasdaq that, as a result of Mr. Balestri’s passing, the Company is no longer in compliance with certain Corporate Governance Requirements as set forth in Nasdaq Listing Rule 5605. 
