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. plans to merge with privately held REalloys Inc., turning REalloys into a wholly owned subsidiary while Blackboxstocks is renamed “REalloys Inc.” and REalloys becomes “REalloys Solutions Inc.” At closing, Blackboxstocks will issue approximately 51,154,959 shares of common stock and 5,000 shares of Series C Preferred Stock to REalloys holders, plus additional common shares tied to REalloys SAFEs and Acquisition Warrants based on Blackboxstocks’ Nasdaq share price at the effective time.
After the merger, REalloys stockholders are expected to own about 92.7% of the fully diluted combined company, with current Blackboxstocks holders at about 7.3%, and each existing Blackboxstocks share will receive one contingent value right linked to potential cash from future transactions involving Blackbox.io assets. The companies may implement a 1‑for‑2 to 1‑for‑5 reverse stock split to help meet Nasdaq price requirements, subject to stockholder approval at a virtual special meeting on January 30, 2026.
Blackboxstocks Inc. has filed an amended S-4 outlining an all‑stock merger with privately held REalloys Inc.. At closing, Blackboxstocks plans to issue approximately 51,154,959 shares of common stock and 5,000 shares of Series C Preferred Stock to REalloys holders, based on an assumed exchange ratio of 0.3694, plus additional common shares tied to REalloys warrants, Acquisition Warrants and SAFEs.
After the merger, REalloys stockholders are expected to own about 92.7% of the fully diluted combined company, while existing Blackboxstocks holders would own about 7.3% but also receive one contingent value right (CVR) for each current share, linked to potential future transactions involving Blackbox.io Inc. The combined company will be renamed REalloys Inc., and Blackboxstocks may later implement a 1‑for‑2 to 1‑for‑5 reverse stock split to target a share price of at least $4 for Nasdaq compliance.
Blackboxstocks will hold a virtual special meeting on January 23, 2026 for stockholders to vote on Nasdaq approval, a new incentive plan, the reverse split, an authorized share increase from 100,000,000 to 350,000,000 shares, and a possible adjournment. REalloys stockholders are being solicited by written consent, with approval required from at least 50.1% of its voting capital stock.
Blackboxstocks Inc. is asking stockholders to elect five directors and ratify Victor Mokuolu CPA PLLC as independent auditor at its 2025 annual meeting, which will be held virtually on February 2, 2026.
Stockholders of record as of December 10, 2025 can vote online, by mail or email. On that date there were 4,304,593 shares of common stock entitled to one vote each and 3,269,998 shares of Series A preferred stock entitled to 100 votes each, for a total of 331,304,393 votes.
The materials describe governance practices, board committees, and executive and director pay, including annual salaries of $200,000 for the CEO and CFO and $180,000 for the CTO, plus modest bonuses and equity awards. They also outline an Agreement and Plan of Merger with REalloys Inc., under which Blackboxstocks would issue approximately 53,009,060 shares of common stock and 5,000 shares of Series C preferred stock as merger consideration, with pro forma ownership presented assuming an exchange ratio of 0.3929.
Blackboxstocks Inc. reports that it has entered into a Third Amendment to its Agreement and Plan of Merger with RABLBX Merger Sub Inc. and REalloys Inc. This amendment deletes and restates in full the Option Agreement that is attached as Exhibit D to the original Merger Agreement, further refining the structure of the planned transaction in which REalloys will merge into the Blackboxstocks subsidiary and become a wholly owned subsidiary of Blackboxstocks.
The company had previously modified the Merger Agreement through earlier amendments, including one that allowed an at-the-market offering of up to 250,000 shares of Blackboxstocks common stock without affecting the calculation of merger consideration shares. The new amendment continues the pattern of adjusting key ancillary agreements as the parties move the merger process forward.
Blackboxstocks Inc. (BLBX) reported an insider transaction by a director. On October 21, 2025, the director executed a sale (Code S) of 5,000 shares of common stock at $9.2351 per share.
Following the transaction, the reporting person beneficially owned 16,298 shares, held as Direct (D) ownership. The filing indicates it was submitted by one reporting person.
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 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.