Welcome to our dedicated page for Blackboxstocks SEC filings (Ticker: BLBX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Blackboxstocks Inc. (NASDAQ: BLBX) brings together the company’s official regulatory disclosures, which are central to understanding both its fintech operations and its planned merger with REalloys Inc. As a Nevada corporation with registered securities, Blackboxstocks files reports such as Forms 8-K, proxy statements, and registration statements with the U.S. Securities and Exchange Commission.
Recent Forms 8-K describe the Agreement and Plan of Merger among Blackboxstocks, a merger subsidiary, and REalloys, under which REalloys is expected to merge with and into the subsidiary and become a wholly owned subsidiary of Blackboxstocks. Additional 8-K filings outline a First, Second, and Third Amendment to the merger agreement, addressing items such as an at-the-market offering of common stock, definitions related to contingent value rights, and revisions to an option agreement. Another 8-K reports an at-the-market issuance sales agreement that allows the company to sell shares of common stock under an effective shelf registration statement, while a separate 8-K discloses a change in operating leadership at the company’s Blackbox.io Inc. subsidiary.
The company’s Definitive Proxy Statement (DEF 14A) provides further insight into governance, voting matters, and the mechanics of its virtual annual meeting of stockholders. It explains who may vote, how to attend the online meeting, how many votes each class of stock carries, and the proposals presented to stockholders, such as the election of directors and ratification of the independent registered public accounting firm.
On this page, users can access these filings and, where available, AI-powered summaries that highlight key terms, structural features of the merger, and implications of capital-raising agreements. The filings are sourced in real time from the SEC’s EDGAR system and can help investors analyze transaction terms, governance changes, and other material events disclosed by Blackboxstocks. Forms 10-K and 10-Q, when reviewed alongside 8-Ks and proxy materials, provide a more complete picture of the company’s financial reporting, risk factors, and strategic direction, including its intention to combine its fintech platform with REalloys’ rare earth and magnet materials business.
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 Inc. reported a leadership change in its operations team. On September 4, 2025, company founder Eric Pharis resigned as Chief Operating Officer but will remain with the company as a consultant to provide advisory and transitional support.
Effective the same day, Teresa Wills, age 59, was appointed Chief Operating Officer of Blackbox.io Inc., the company’s wholly owned operating subsidiary, assuming Mr. Pharis’s operational duties. Wills has been with Blackboxstocks since 2017, leading initiatives in customer education, member engagement and product adoption, and previously held senior roles at Macromedia, National Semiconductor and Pacific Bell. The company states that her appointment reflects a focus on scaling operations and expanding its educational platform to drive long-term shareholder value.
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.
Blackboxstocks Inc. has entered into a Second Amendment to its Agreement and Plan of Merger with RABLBX Merger Sub Inc. and REalloys Inc. The deal structure remains that REalloys will merge into the wholly owned merger subsidiary and become a wholly owned subsidiary of Blackboxstocks. The new amendment updates and fully restates the definition of “Permitted Transfer” in a contingent value rights (CVR) agreement that is attached to the merger agreement. This change fine-tunes how certain transfers related to the CVRs are treated while keeping the overall merger framework in place.