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

TL;DR

BBX filed an 8-K on Jan 27, 2025, detailing a new financial obligation and equity sales.

AI Summary

On January 27, 2025, BLACKBOXSTOCKS INC. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with accession number 0001437749-25-002717.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilution risks.

Key Players & Entities

• BLACKBOXSTOCKS INC. (company) — Registrant
• 0001437749-25-002717 (filing_id) — Accession Number
• January 27, 2025 (date) — Date of earliest event reported
• 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 75240 (address) — Principal executive office address

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share BLBX The NASDAQ Capital Ma
• $550,000 — nture and Additional Debenture to up to $550,000 and $2,300,000, respectively. The Amend
• $2,300,000 — itional Debenture to up to $550,000 and $2,300,000, respectively. The Amendment amends cer

Filing Documents

• blkbx20250203_8k.htm (8-K) — 36KB
• ex_774267.htm (EX-10.1) — 27KB
• ex_774268.htm (EX-10.2) — 86KB
• 0001437749-25-002717.txt ( ) — 314KB
• blbx-20250127.xsd (EX-101.SCH) — 3KB
• blbx-20250127_def.xml (EX-101.DEF) — 12KB
• blbx-20250127_lab.xml (EX-101.LAB) — 16KB
• blbx-20250127_pre.xml (EX-101.PRE) — 12KB
• blkbx20250203_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Amendment to Securities Purchase Agreement As previously reported in Blackboxstocks Inc.'s (the "Company") Current Report on Form 8-K filed on January 22, 2025, the Company entered into a Securities Purchase Agreement (the "Original 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") on January 17, 2025, pursuant to which the Purchasers agreed to purchase from the Company a senior debenture (the "Initial Debenture") and an amended and restated senior secured convertible debenture (the "Additional Debenture", and together with the Initial Debenture, the "Debentures") upon certain closing conditions applicable to the Initial Debenture and Additional Debenture, respectively. On January 27, 2024, the Company, the Purchasers and the Agent entered into an Amendment to Securities Purchase Agreement (the "Amendment", and together with the Original Purchase Agreement, the "Purchase Agreement") to, among other things, increase the aggregate principal and subscription amount of the Initial Debenture and Additional Debenture to up to $550,000 and $2,300,000, respectively. The Amendment amends certain provisions within the Purchase Agreement to reflect such increase in the aggregate principal and subscription amounts of the Debentures including the definitions of "Exempt Issuance" and "Principal Amount" in Section 1.1(b), the initial closing outlined in Section 2.1, the additional closing outlined in Section 2.2, and Section 4.12(a) thereof. Palladium Capital Group LLC acted as placement agent for the Company in connection with the Amendment and the Amended and Restated Initial Debenture (as defined below). The foregoing description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full

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 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 Amendment to Securities Purchase Agreement dated as of January 27, 2025, by and among Blackboxstocks Inc. and Five Narrow Lane LP 10.2 Amended and Restated Debenture Due the Earlier of the Trigger Date and March 15, 2025 dated January 27, 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: February 4, 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