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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): August 22, 2025
BLACKBOXSTOCKS INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41051 |
|
45-3598066 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 5430 LBJ Freeway, Suite 1485, Dallas, Texas |
|
75240 |
| (Address of principal executive
offices) |
|
(Zip Code) |
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:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
BLBX |
|
The NASDAQ Capital Market |
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
1.01 Entry into a Material Definitive Agreement.
Second
Amendment to Merger Agreement
As
previously reported in the Current Report on Form 8-K dated March 10, 2025, Blackboxstocks Inc., a Nevada corporation (“Blackboxstocks”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub inc., a Nevada corporation and
wholly-owned subsidiary of Blackboxstocks (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”),
pursuant to which REalloys will merge with and into Merger Sub, Merger Sub will cease to exists and REalloys will become a wholly-owned
subsidiary of Blackboxstocks (the “Merger”).
As
previously reported in the Current Report on Form 8-K dated July 1, 2025, Blackboxstocks, Merger Sub and REalloys entered into a First
Amendment to Agreement and Plan of Merger (the “First Amendment”) in order to reflect Blackboxstocks’ intent to conduct
an at-the-market offering of its common stock, pursuant to which up to 250,000 shares of Blackboxstocks common stock may be sold and
issued without affecting the calculation of Company Merger Shares (as defined in the Merger Agreement) to be issued in the Merger.
On
August 22, 2025, Blackboxstocks, Merger Sub and REalloys entered into a Second Amendment to Agreement and Plan of Merger (the “Second
Amendment”) in order to delete and restate in its entirety the definition of “Permitted Transfer” in the CVR Agreement,
which is attached as Exhibit E to the Merger Agreement, as follows:
| ● | “Permitted
Transfer” means (i) the transfer of any or all of the CVRs (upon the death of the Holder) by will or intestacy; (ii) transfer by
instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee;
(iii) transfers made pursuant to a court order of a court of competent jurisdiction (such as in connection with divorce, bankruptcy or
liquidation); (iv) a transfer made by operation of law (including a consolidation or merger); (v) a transfer from a participant’s
account in a tax-qualified employee benefit plan to the participant or to such participant’s account in a different tax-qualified
employee benefit plan or to a tax-qualified individual retirement account for the benefit of such participant; (vi) a transfer from a
participant in a tax-qualified employee benefit plan, who received the CVRs from such participant’s account in such tax-qualified
employee benefit plan, to such participant’s account in a different tax-qualified employee benefit plan or to a tax-qualified individual
retirement account for the benefit of such participant; or (vii) in the case of CVRs held in book-entry form or other similar nominee
form, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for
the same beneficial owner, in each case as allowable by DTC. |
The
foregoing description of the Second Amendment does not purport to be complete and is subject to, and is qualified in its entirety by
reference to, the full text of the Second Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.
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 |
|
Second Amendment to Agreement and Plan of Merger, dated August 22, 2025, by and among Blackboxstocks Inc., RABLBX Merger Sub, Inc., and REalloys Inc. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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.
| Dated: August 22, 2025 |
Blackboxstocks
Inc. |
| |
|
| |
By: |
/s/
Gust Kepler |
| |
|
Gust Kepler |
| |
|
President and Chief
Executive Officer |
