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

TL;DR

BBKS filed an 8-K detailing a new material agreement, financial obligation, and unregistered equity sales.

AI Summary

On January 17, 2025, BLACKBOXSTOCKS INC. entered into a material definitive agreement, creating a direct financial obligation. The company also reported unregistered sales of equity securities and made a Regulation FD disclosure. This filing was made on January 22, 2025.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new financial obligation and the issuance of equity, which could impact the company's financial structure and stock.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement, a direct financial obligation, and unregistered sales of equity securities, all of which can introduce financial and operational risks.

Key Numbers

• 001-41051 — SEC File Number (Identifies the company's filing with the SEC.)
• 45-3598066 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• BLACKBOXSTOCKS INC. (company) — Registrant
• January 17, 2025 (date) — Earliest event reported
• January 22, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 001-41051 (company_id) — SEC File Number
• 45-3598066 (tax_id) — IRS Employer Identification No.
• 5430 LBJ Freeway, Suite 1485, Dallas, Texas (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share BLBX The NASDAQ Capital Ma
• $250,000 — having an aggregate principal amount of $250,000 (the "Initial Debentures") and amended
• $2,000,000 — having an aggregate principal amount of $2,000,000 (the "Additional Debentures", and toget
• $500,000 — he exchange of Initial Debentures, (ii) $500,000 upon execution and delivery of a Merger
• $750,000 — d delivery of a Merger Agreement, (iii) $750,000 upon the filing with the Securities and
• $5.00 — onal Debentures with a minimum price of $5.00 per share of common stock. Notwithstand

Filing Documents

• blkbx20250118_8k.htm (8-K) — 46KB
• ex_767990.htm (EX-10.1) — 725KB
• ex_767991.htm (EX-10.2) — 81KB
• ex_767992.htm (EX-10.3) — 143KB
• ex_767993.htm (EX-99.1) — 15KB
• 0001437749-25-001510.txt ( ) — 1365KB
• blbx-20250117.xsd (EX-101.SCH) — 3KB
• blbx-20250117_def.xml (EX-101.DEF) — 12KB
• blbx-20250117_lab.xml (EX-101.LAB) — 15KB
• blbx-20250117_pre.xml (EX-101.PRE) — 12KB
• blkbx20250118_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Securities Purchase Agreement On January 17, 2025, Blackboxstocks Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Five Narrow Lane LP (including its successors and assigns, each a "Purchaser" and collectively, the "Purchasers"), and Five Narrow Lane LP, as collateral agent for the Purchasers (the "Agent"), pursuant to which the Purchasers agreed to purchase from the Company senior debentures having an aggregate principal amount of $250,000 (the "Initial Debentures") and amended and restated senior secured convertible debentures having an aggregate principal amount of $2,000,000 (the "Additional Debentures", and together with the Initial Debentures, the "Debentures") upon certain closing conditions applicable to the Initial Debentures and Additional Debentures, respectively. The closing of Initial Debentures (the "Initial Closing") took place concurrent with the execution and delivery of the Purchase Agreement by the parties thereto, upon satisfaction of certain customary covenants and closing conditions outlined in the Purchase Agreement. The closing of the Additional Debentures, if any (the "Additional Closing"), shall take place upon satisfaction of certain customary closing conditions outlined in the Purchase Agreement, including, but not limited to, the execution and delivery of (i) a Security Agreement (as further described below), (ii) a Subsidiary Guarantee (as further described below), (iii) a Registration Rights Agreement (as further described below), and (iv) a Merger Agreement (as further described below). The Purchase Agreement contains customary representations, warranties, covenants, confidentiality and indemnification obligations customary for a transaction of the size and type contemplated by the Purchase Agreement. The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and is qualified in its e

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Debentures to be issued under the Purchase Agreement were sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D promulgated thereunder. The Debentures have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 22, 2025, the Company issued a press release announcing the execution of the Purchase Agreement and other transaction documents contemplated thereunder. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 hereto, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference to the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.

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 10.1 Securities Purchase Agreement dated as of January 17, 2025, by and among Blackboxstocks Inc. and Five Narrow Lane 10.2 7.00% Senior Debenture dated January 17, 2025 10.3 Form of Registration Rights Agreement 99.1 Press release dated January 22, 2025 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 21, 2025 Blackboxstocks Inc. By: /s/ Gust Kepler Gust Kepler President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR