Blackboxstocks Inc SEC Filings

Blackboxstocks (BLBX) reported an insider transaction by its Chief Technology Officer. On 10/23/2025, the CTO sold 9,167 shares of common stock at an average price of $9.0751 per share (transaction code S for an open-market sale). Following the sale, the reporting person beneficially owns 27,513 shares, held directly. No derivative transactions were reported in this filing.

Blackboxstocks (BLBX) Director and Chief Financial Officer Robert Winspear reported an open-market purchase of 50,000 shares of common stock at $10.69 per share on October 16, 2025.

Following the transaction, his beneficial ownership totaled 118,250 shares. This includes 25,000 shares owned directly by Mr. Winspear, 87,000 shares owned by Winspear Investments LLC (100% owned by Mr. Winspear and his wife), and 6,250 shares owned by ACM Winspear Investments L.P., of which he is general partner. The shares reported in Table I are held indirectly through Winspear Investments LLC.

Blackboxstocks Inc. (BLBX) reported Q3 2025 results. Revenue rose to $696,995 from $647,842 on stronger educational classes, while gross margin was 53.7%. Operating expenses fell to $812,980 from $1,088,582, narrowing the operating loss to $438,890. Net loss was $720,607 (−$0.19 per share) versus −$780,833 (−$0.22) a year ago.

Year-to-date, revenue was $1,802,856 (down 9.0%), with a gross margin of 43.6% and an operating loss of $2,470,009. The company flagged substantial doubt about its ability to continue as a going concern, with cash of $93,186 at September 30 and $2,649,753 used in operating cash flow for the nine months. Liquidity actions included an ATM program (up to $5.795M; $1,120,795 gross raised by Sept. 30 and $1,445,712 by Oct. 15) and a senior secured convertible debenture with Five Narrow Lane LP (up to $2.3M; $2.05M funded). Conversions totaled $609,650 into 111,658 shares by quarter-end and $1,592,450 into 291,658 shares by Oct. 15. The planned REalloys merger remains subject to customary approvals.

Blackboxstocks and REalloys propose a business combination structured as a reverse merger. Under the merger, REalloys securityholders would receive roughly 92.7% of the post-close equity while pre-closing Blackboxstocks holders are expected to retain approximately 7.3%. Each Blackboxstocks share immediately prior to closing will receive one contingent value right (CVR) tied to certain future transactions involving Blackbox Operating; CVRs may expire with no value. The companies contemplate a reverse stock split to target a post-transaction share price of at least $4.00 to meet Nasdaq requirements. Closing is subject to customary conditions, Nasdaq approval, and SEC effectiveness, and significant risks are disclosed, including a going-concern statement based on recurring losses and cash flow deficits.

Blackboxstocks and REalloys are proposing a merger governed by a Merger Agreement included as Annex A and described in this Form S-4/A. Under the agreement, pre-closing Blackboxstocks stockholders are expected to hold approximately 7.3% of the fully diluted equity of the Combined Company after Closing. Each Blackboxstocks common share outstanding immediately prior to the Effective Time will receive one contingent value right (CVR) that may pay cash if certain transactions involving Blackbox Operating occur, though the document states neither party currently intends to spin off or sell Blackbox Operating.

The proxy discusses a proposed reverse stock split to achieve a post-Merger per-share price of at least $4.00 to meet Nasdaq requirements, with a split ratio to be agreed by the parties. The filing discloses material financing and closing conditions: REalloys has completed financing that will provide $5,000,000 upon Merger completion, further financings of $1,050,000 received and contingent draws of $750,000 and $500,000 tied to S-4 filing and effectiveness, and other specified funding arrangements. Financial statements show operating losses and cash used in operations with a statement that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.