ALOY Narrows Q3 Loss Amid Revenue Shift, Eyes REalloys Merger

TL;DR

**ALOY is burning cash and diluting shareholders, but the REalloys merger is a Hail Mary pass for survival, not growth.**

AI Summary

BLACKBOXSTOCKS INC. (ALOY) reported a net loss of $720,607 for the three months ended September 30, 2025, an improvement from a net loss of $780,833 in the same period of 2024. For the nine months ended September 30, 2025, the net loss widened to $2,819,009 from $2,522,487 in the prior year. Total revenues for the three months increased to $696,995 from $647,842, driven by a significant rise in 'other revenues' to $52,679 from $1,050. However, nine-month revenues decreased to $1,802,856 from $1,981,974, primarily due to a drop in subscription revenue from $1,979,514 to $1,725,075. Operating expenses for the three months decreased by 25.3% to $812,980, mainly due to reduced selling, general and administrative expenses and advertising. The company's cash position improved significantly, with cash increasing to $93,186 as of September 30, 2025, from $17,036 at December 31, 2024, largely due to $2,725,903 in cash provided by financing activities. A significant strategic move is the pending merger with REalloys Inc., which is expected to result in pre-Closing ALOY stockholders retaining approximately 7.3% of the post-Close common stock, and REalloys holders receiving 92.7%. The company also secured $2,050,000 in debenture financing and raised $1,445,712 through an At-The-Market offering as of October 15, 2025.

Why It Matters

This filing reveals ALOY's ongoing struggle with profitability, evidenced by a $2.8 million net loss over nine months, but also highlights a critical strategic pivot: the REalloys Inc. merger. For investors, the 92.7% ownership stake for REalloys shareholders post-merger signals a near-complete transformation of ALOY's business and a significant dilution for existing shareholders. The company's ability to raise $2.05 million in debenture financing and $1.45 million via an ATM offering provides short-term liquidity, but the 'going concern' warning underscores the high-stakes nature of the REalloys merger and its associated $5 million financing. This competitive context suggests ALOY is attempting a dramatic reinvention to stay viable in a challenging market.

Risk Assessment

Risk Level: high — The company explicitly states a 'going concern' doubt due to an operating loss of $2,470,009 and a net loss of $2,819,009 for the nine months ended September 30, 2025, alongside cash flows used in operations totaling $2,649,753. The proposed merger with REalloys Inc. involves significant dilution, with existing ALOY stockholders retaining only approximately 7.3% of the post-merger common stock, and its completion is subject to numerous conditions, including SEC and Nasdaq approvals, creating substantial uncertainty.

Analyst Insight

Investors should exercise extreme caution and consider the significant dilution risk associated with the REalloys merger, which will fundamentally alter ALOY's ownership structure. Given the 'going concern' warning and historical losses, new investment should be avoided until the merger is finalized and a clear path to profitability is demonstrated by the combined entity.

Financial Highlights

debt To Equity

N/A

revenue

$696,995

operating Margin

N/A

total Assets

$8,818,588

total Debt

N/A

net Income

-$720,607

eps

N/A

gross Margin

N/A

cash Position

$93,186

revenue Growth

7.6%

Revenue Breakdown

Key Numbers

• $720,607 — Net Loss (Q3 2025) (Improved from $780,833 in Q3 2024)
• $2,819,009 — Net Loss (9M 2025) (Widened from $2,522,487 in 9M 2024)
• $696,995 — Total Revenues (Q3 2025) (Increased from $647,842 in Q3 2024)
• $1,802,856 — Total Revenues (9M 2025) (Decreased from $1,981,974 in 9M 2024)
• $93,186 — Cash (Sept 30, 2025) (Increased from $17,036 at Dec 31, 2024)
• 7.3% — ALOY Stockholder Retention (Expected post-merger ownership percentage)
• 92.7% — REalloys Stockholder Ownership (Expected post-merger ownership percentage)
• $2,050,000 — Debenture Financing (Amount received during 9M 2025)
• $1,445,712 — ATM Offering Proceeds (Gross proceeds as of October 15, 2025)
• $2,649,753 — Cash Used in Operations (9M 2025) (Indicates significant cash burn)

Key Players & Entities

• BLACKBOXSTOCKS INC. (company) — Registrant in 10-Q filing
• REalloys Inc. (company) — Merger target
• Five Narrow Lane LP (company) — Debenture purchaser
• Alexander Capital, L.P. (company) — At-The-Market sales agent
• Nasdaq (regulator) — Exchange for initial listing application
• SEC (regulator) — Declaring registration statement effective
• $720,607 (dollar_amount) — Net loss for three months ended September 30, 2025
• $2,819,009 (dollar_amount) — Net loss for nine months ended September 30, 2025
• $2,050,000 (dollar_amount) — Principal amount of debenture financing received
• $1,445,712 (dollar_amount) — Gross proceeds from ATM offering as of October 15, 2025

FAQ

Risk Factors

• Significant Net Losses and Cash Burn [high — financial]: The company reported a net loss of $720,607 for Q3 2025 and $2,819,009 for the nine months ended September 30, 2025. This widening net loss over nine months, coupled with $2,649,753 in cash used in operations for the same period, highlights a substantial cash burn that requires ongoing financing.
• Dependence on Financing Activities [high — financial]: The company's improved cash position of $93,186 as of September 30, 2025, from $17,036 at December 31, 2024, was largely due to $2,725,903 in cash provided by financing activities. This includes $2,050,000 in debenture financing and $1,445,712 from an ATM offering, indicating a heavy reliance on external funding to sustain operations.
• Declining Subscription Revenue [medium — market]: Nine-month subscription revenue decreased to $1,725,075 from $1,979,514 in the prior year, a decline of approximately 12.8%. This core revenue stream's contraction is a concern, despite a recent uptick in 'other revenues'.
• Merger Integration Risks [medium — operational]: The pending merger with REalloys Inc., where ALOY stockholders are expected to retain only 7.3% of the post-Close common stock, introduces significant integration risks. Successful execution of the merger and post-merger operations are critical for future value creation.
• High Current Liabilities [medium — financial]: Total current liabilities stand at $3,860,350 as of September 30, 2025, which is significantly higher than total current assets of $154,415. This liquidity gap necessitates careful management of working capital and continued access to financing.

Industry Context

Blackboxstocks Inc. operates in the financial technology sector, providing tools and services for stock market traders. This industry is characterized by rapid technological advancements, intense competition, and a need for continuous innovation to attract and retain users. Companies in this space often rely on subscription-based models and face challenges in differentiating their offerings and managing customer acquisition costs.

Regulatory Implications

As a publicly traded company, Blackboxstocks Inc. is subject to SEC regulations and reporting requirements. The pending merger with REalloys Inc. will also involve regulatory scrutiny related to securities laws and corporate governance. Any misstatement or omission in financial reporting could lead to investigations and penalties.

What Investors Should Do

1. Monitor the progress and terms of the pending merger with REalloys Inc.
2. Analyze the sustainability of 'other revenues' growth.
3. Evaluate the company's ability to manage its cash burn and secure future funding.
4. Assess the impact of the declining subscription revenue on the long-term business model.

Key Dates

• 2025-09-30: End of Q3 2025 — Reporting period for the latest financial results, showing improved quarterly net loss but widened nine-month loss and increased cash position due to financing.
• 2025-12-31: End of Fiscal Year 2024 — Prior period balance sheet comparison point, showing a lower cash balance of $17,036.
• 2025-10-15: ATM Offering Update — Indicates $1,445,712 raised through an At-The-Market offering as of this date, contributing to the company's cash reserves.

Glossary

At-The-Market (ATM) Offering

A type of public offering where a company sells its shares directly into the open market over a period of time, typically through an intermediary broker. (ALOY raised $1,445,712 through this method, significantly boosting its cash position.)

Senior secured convertible debenture

A type of debt that is secured by collateral and can be converted into equity of the issuing company under certain conditions. (The company has $1,347,889 in this type of debt as of September 30, 2025, indicating a significant financing obligation that could dilute existing shareholders.)

Accumulated deficit

The cumulative net losses of a company that have not been offset by net income. (ALOY has an accumulated deficit of $25,775,127 as of September 30, 2025, reflecting its history of operating losses.)

Right of use lease

An accounting concept under ASC 842 that requires lessees to recognize assets and liabilities for leases with terms longer than 12 months. (The company has significant 'right of use' assets and liabilities ($238,598 and $174,093 respectively), indicating substantial lease commitments.)

Year-Over-Year Comparison

Compared to the prior year, Blackboxstocks Inc. shows a mixed financial performance. While Q3 2025 net loss improved to $720,607 from $780,833, the nine-month net loss widened to $2,819,009 from $2,522,487. Total revenues for Q3 2025 increased to $696,995 from $647,842, driven by a surge in 'other revenues', but nine-month revenues decreased due to a significant drop in subscription revenue. Operating expenses for Q3 2025 saw a notable reduction of 25.3%. The company's cash position has improved significantly, largely due to substantial financing activities, including debenture financing and an ATM offering.

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share BLBX The Nasdaq Stock Mar
• $75,000,000 — long as our public float remains below $75,000,000. On July 1, 2025 the Company entered in

Filing Documents

• blkbx20250930_10q.htm (10-Q) — 1099KB
• ex_869247.htm (EX-31.1) — 11KB
• ex_869248.htm (EX-31.2) — 11KB
• ex_869249.htm (EX-32.1) — 5KB
• ex_869250.htm (EX-32.2) — 5KB
• 0001437749-25-031175.txt ( ) — 4227KB
• blbx-20250930.xsd (EX-101.SCH) — 32KB
• blbx-20250930_def.xml (EX-101.DEF) — 290KB
• blbx-20250930_lab.xml (EX-101.LAB) — 254KB
• blbx-20250930_pre.xml (EX-101.PRE) — 306KB
• blbx-20250930_cal.xml (EX-101.CAL) — 34KB
• blkbx20250930_10q_htm.xml (XML) — 380KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION 2 Item 1.

Financial Statements

Financial Statements 2 Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited) 2 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) 3 Condensed Consolidated Statement of Stockholders ' Equity for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management ' s Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 15 Item 4.

Controls and Procedures

Controls and Procedures 15

– OTHER INFORMATION

PART II – OTHER INFORMATION 16 Item 1.

Legal Proceedings

Legal Proceedings 16 Item 1A.

Risk Factors

Risk Factors 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16 Item 3. Defaults Upon Senior Securities 17 Item 4. Mine Safety Disclosures 17 Item 5. Other Information 17 Item 6. Exhibits 17

SIGNATURES

SIGNATURES 18 Table of Contents INTRODUCTORY COMMENT Throughout this Quarterly Report on Form 10-Q, the terms "we," "us," "our," "Blackboxstocks," or the "Company" refers to Blackboxstocks Inc., a Nevada corporation. CAUTION REGARDING FORWARD-LOOKING STATEMENTS Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q (the "Report"), we make forward-looking statements that involve substantial uncertainties and risks. When used in this Report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding events, conditions and financial trends which may affect our future plans of operations, business strategy, operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties described herein and actual results may differ materially from those included within the forward-looking statements. Additional factors are described in our other public reports and filings with the Securities and Exchange Commission (the "SEC"). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events. This Report contains certain estimates and plans related to us and the industry in which we operate, which assume certain events, trends and activities will occur and the projected information based on those assumptions. We do not know that all of our assumptions are accurate. If our assumptions are wrong about

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements Blackboxstocks Inc. Condensed Consolidated Balance Sheets As of September 30, 2025 and December 31, 2024 (Unaudited) September 30, December 31, 2025 2024 Assets Current assets: Cash $ 93,186 $ 17,036 Accounts receivable 13,675 7,217 Inventory 3,464 3,464 Note receivable - 1,100,000 Prepaid expenses and other current assets 44,090 44,880 Total current assets 154,415 1,172,597 Long term assets: Property and equipment, net 1,575 6,310 Right of use lease 238,598 287,783 Investments 8,424,000 8,424,000 Total long term assets 8,664,173 8,718,093 Total assets $ 8,818,588 $ 9,890,690 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,583,552 $ 1,629,803 Accrued interest 77,325 1,613 Unearned subscriptions 515,550 928,203 Lease liability right of use, current 72,034 65,389 Senior secured convertible debenture, net of issuance costs 1,347,889 - Convertible note payable 164,000 - Note payable 100,000 10,592 Merchant cash advance - 187,921 Advances payable - 50,000 Advances payable, related party - 101,189 Evtec advances payable - 1,293,000 Total current liabilities 3,860,350 4,267,710 Long term liabilities: Lease liability right of use, long term 174,093 228,785 Total long term liabilities 174,093 228,785 Commitments and contingencies (Note 7) Stockholders' equity Preferred stock, $ 0.001 par value, 2,600,000 shares authorized; 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 September 30, 2025 and December 31, 2024, respectively 3,270 3,270 Series B Convertible Preferred Stock, $ 0.001 par value, 2,400,000 shares authorized; no shares issued and outstanding at September 30, 2025 and Decemb

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View this 10-Q filing on SEC EDGAR