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2025-01-13
2025-01-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 13, 2025
BLACKBOXSTOCKS INC.
(Exact name of registrant as specified in its charter)
Nevada
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001-41051
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45-3598066
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5430 LBJ Freeway, Suite 1485, Dallas, Texas
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75240
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (972) 726-9203
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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BLBX
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The NASDAQ Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement
Share Exchange Agreement with Evtec Aluminium Limited
As first reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2023, Blackboxstocks Inc., a Nevada corporation (the “Company”), and Evtec Aluminium Limited, a company registered in England and Wales (“Evtec”), and the shareholders of Evtec entered into that certain Share Exchange Agreement executed on December 12, 2023 (the “Original Share Exchange Agreement”), as amended by that certain First Amendment to Share Exchange Agreement dated July 3, 2024 (the “Share Exchange Agreement Amendment”, and together with the Original Share Exchange Agreement, the “Share Exchange Agreement”), the closing of which would have resulted in Evtec becoming a wholly owned subsidiary of the Company.
On January 13, 2025, pursuant to Section 8.1 of the Share Exchange Agreement, the Company and Evtec entered into a termination agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Share Exchange Agreement. As a result of the Termination Agreement, the Share Exchange Agreement will be of no further force an effect (other than certain customary limited provisions that survive termination pursuant to the terms of the Share Exchange Agreement) and any ancillary agreements entered into in connection with the Share Exchange Agreement will also automatically terminate in accordance with their respective terms.
Accordingly, the Company intends to submit an Application for Withdrawal of Registration Statement to the Commission to withdraw its Registration Statement on Form S-4 (File No. 333-279351), together with all exhibits thereto, originally filed with the Commission on May 13, 2024, as amended by the Company’s Registration Statement on Form S-4/A, together with all exhibits thereto, filed with the Commission on July 16, 2024 (the “Registration Statement”).
The foregoing description of the Share Exchange Agreement is qualified in its entirety by the terms and conditions of the full text of the Original Share Exchange Agreement, which was filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K with the Commission on December 18, 2023, and the terms and conditions of the full text of the Share Exchange Agreement Amendment, which was filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K with the Commission on July 3, 2024, each of which is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On January 17, 2025, the Company issued a press release announcing the termination of the Share Exchange Agreement. 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 of 1933, as amended (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.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed with this Current Report on Form 8-K.
Exhibit
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Description
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10.1
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 17, 2025
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Blackboxstocks Inc.
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By:
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/s/ Gust Kepler
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Gust Kepler
President and Chief Executive Officer
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Exhibit 10.1
January 13, 2025
EVTEC Aluminium Limited
Attention: David Roberts, CEO
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Re:
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Termination of Share Exchange Agreement
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Dear David:
Reference is made to that certain Share Exchange Agreement, dated December 12, 2023, as amended on July 1, 2024 (the “Exchange Agreement”), among Blackboxstocks, Inc. (“Blackbox”), EVTEC Aluminium Limited (“Evtec”) and the Seller Parties thereto. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.
Pursuant to Section 8.1(a) of the Exchange Agreement, Blackbox and Evtec hereby mutually agree to terminate the Exchange Agreement.
The undersigned acknowledge that the termination of the Exchange Agreement has been approved by their respective boards of directors and the termination is effective as of the date of this letter.
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BLACKBOXSTOCKS INC.
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By:
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/s/ Gust Kepler
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Gust Kepler,
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President and Chief Executive Officer
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EVTEC ALUMINIUM LIMITED. |
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By: |
/s/ David Roberts |
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David Roberts, |
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Chief Executive Officer |
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Exhibit 99.1
Blackboxstocks, Inc. and Evtec Aluminium Limited Mutually Agree to Terminate Share Exchange Agreement
Blackbox is actively pursuing other strategic merger options to enhance stockholder value
January 17, 2025 – Blackboxstocks Inc. (NASDAQ: BLBX), (“Blackbox” or the “Company”), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders, announced today that on January 13, 2025 the Company and Evtec Aluminium Limited (“Evtec”) mutually agreed to terminate the Share Exchange Agreement executed on December 12, 2023 and amended on July 1, 2024 which would have resulted in Evtec becoming a wholly owned subsidiary of the Company. The Company will also withdraw its registration statement on form S-4 filed with the Securities and Exchange Commission in connection with the proposed share exchange.
Gust Kepler, Chief Executive Officer of Blackbox, commented “We were fully committed to completing the merger with Evtec, and we continue to hold the company and its management in the highest regard. Unfortunately, the protracted time frame to complete the share exchange presented a number of hurdles outside of our control. We could not afford to incur any additional costs due to unforeseen delays. We wish Mr. Roberts and his team at Evtec all the best and believe the company has a bright future ahead of them.”
David Roberts, Chief Executive Officer of Evtec, commented “We too are disappointed about not being able to complete the transaction with Blackbox. Despite substantial effort by both companies to get this done, we believe it to be in the best interests of both our companies to terminate the deal and we wish Blackboxstocks and their team the very best of luck in the future.”
About Blackboxstocks, Inc.
Blackboxstocks, Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software employs "predictive technology" enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. Blackbox continuously scans the NASDAQ, New York Stock Exchange, CBOE, and all other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We recently introduced a live audio/screenshare feature that allows our members to broadcast on their own channels to share trade strategies and market insight within the Blackbox community. Blackbox is a SaaS company with a growing base of users that spans over 40 countries; current subscription fees are $99.97 per month or $959.00 annually.
For more information, go to: https://blackboxstocks.com/
Safe Harbor Clause and Forward-Looking Statements
This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “expose,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our filings with the Securities and Exchange Commission (the “SEC”), including our reports on Forms 10-K, 10-Q, 8-K and other filings that we make with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” in our SEC filings may not be exhaustive.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
Disclosure Information
Blackboxstocks uses and intends to continue to use its Investors website at https://blackboxstocks.com/company-overview as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s Investors website, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.
Contacts
Investors@blackboxstocks.com
PCG Advisory
Jeff Ramson
(646) 863-6893
jramson@pcgadvisory.com
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