BLACKBOXSTOCKS INC. Files 8-K: Material Agreement & Equity Sales

TL;DR

BBX filed an 8-K for a material agreement and equity sales on July 1st.

AI Summary

On July 1, 2024, BLACKBOXSTOCKS INC. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. This filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity, including a material agreement and equity transactions, which could impact the company's financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and regulatory risks.

Key Players & Entities

• BLACKBOXSTOCKS INC. (company) — Registrant
• July 1, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 45-3598066 (identifier) — IRS Employer Identification No.
• 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 (address) — Principal Executive Offices
• ( 972 ) 726-9203 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock , par value $0.001 per share BLBX The Nasdaq Stock Mar
• $4.00 — Common Stock"), at a price per share of $4.00 for gross proceeds of $1,250,000. Gust
• $1,250,000 — er share of $4.00 for gross proceeds of $1,250,000. Gust Kepler, a director, our President
• $100,000 — and Chief Executive Officer, purchased $100,000 of the Common Stock under the terms of
• $1,150,000 — bility company, purchased the remaining $1,150,000 of Common Stock. The Stock Purchase Agr
• $1,197.92 — to Evtec ordinary shares at the rate of $1,197.92 per share at any time at the option of
• $48,136,000 — a post money valuation of approximately $48,136,000. The foregoing description of the Loan

Filing Documents

• blkbx20240702_8k.htm (8-K) — 36KB
• ex_695111.htm (EX-2.1) — 43KB
• ex_695112.htm (EX-10.1) — 76KB
• ex_695113.htm (EX-10.2) — 105KB
• ex_695114.htm (EX-99.1) — 10KB
• drsig.jpg (GRAPHIC) — 2KB
• gksig.jpg (GRAPHIC) — 6KB
• 0001437749-24-022166.txt ( ) — 456KB
• blbx-20240701.xsd (EX-101.SCH) — 3KB
• blbx-20240701_def.xml (EX-101.DEF) — 12KB
• blbx-20240701_lab.xml (EX-101.LAB) — 15KB
• blbx-20240701_pre.xml (EX-101.PRE) — 12KB
• blkbx20240702_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement On July 1, 2024 Blackboxstocks Inc. (the "Company" or "Blackboxstocks") 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. The foregoing description of the Stock Purchase Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Stock Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K. Evtec Loan On July 1, 2024, the Company entered into a Convertible Loan Agreement (the "Loan Agreement") with Evtec Aluminium Limited ("Evtec") pursuant to which the Company loaned Evtec $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 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 inferring a post money valuation of approximately $48,136,000. The foregoing description of the Loan Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Loan Agreement dated

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 regarding the issuance of Company Common Stock pursuant to the Stock Purchase Agreement is hereby incorporated by reference into this Item 3.02. The shares of Company Common Stock were issued in reliance upon an exemption from registration pursuant to 4(a)(2) under the Securities Act of 1933, as amended.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Attached as Exhibit 99.1 is a copy of the press release issued by the Company on July 2, 2024 announcing the transactions contemplated by Item 1.01 and Item 3.02 above. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are filed with this Current Report on Form 8-K. Exhibit Description 2.1 First Amendment to Share Exchange Agreement dated July 3, 2024 among Blackboxstocks, Inc., Evtec Aluminium Limited, and the shareholders of Evtec Aluminium Limited 10.1 Stock Purchase Agreement dated July 1, 2024 among Blackboxstocks Inc., Gust Kepler and Quadrofoglio Holdings LLC 10.2 Convertible Loan Agreement dated July 1, 2024 between Blackboxstocks Inc. and Evtec Aluminium Limited 99.1 Press Release dated July 2, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 3, 2024 BLACKBOXSTOCKS INC. By: /s/ Gust Kepler Gust Kepler, President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR