M&A - BLACKBOXSTOCKS INC.

Form Type: S-3

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000143774925012090

Filing Summary: On April 15, 2025, Blackboxstocks Inc. filed a Form S-3 Registration Statement for the resale of 920,000 shares of common stock under a Securities Purchase Agreement dated January 17, 2025. This offering is related to a merger agreement with REalloys Inc. signed on March 10, 2025, where REalloys will merge into Blackboxstocks' subsidiary, RABLBX Merger Sub Inc. Upon closure, REalloys will become a wholly-owned subsidiary, with holders of REalloys' stock receiving shares of Blackboxstocks. The transaction details include an exchange ratio formula for stock conversion and the expectation that pre-merger stockholders will retain approximately 7.3% of the entity post-merger, while REalloys shareholders will receive about 92.7%. Various agreements related to the merger include requirements for stockholder votes, SEC registration, and compliance with Nasdaq listing rules. Additionally, forward-looking statements regarding the expected risks surrounding the merger and the operational outlook of the company post-merger are presented. The last reported sale price of the common stock was $3.10 per share on April 14, 2025. The transaction is structured with contingent rights and warrants to ensure compliance and shareholder support for the merger. Further financial advisory was provided by Palladium Capital Group, LLC.

Form Type: S-4

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000118518525000297

Filing Summary: Blackboxstocks Inc. has filed a registration statement for a merger with REalloys Inc., where REalloys will become a wholly owned subsidiary of Blackboxstocks following the completion of the merger. This merger was agreed upon in an Agreement and Plan of Merger dated March 10, 2025. In this merger, REalloys stockholders will exchange their shares for shares of Blackboxstocks at a determined exchange ratio. Common stockholders, holders of Series X Preferred Stock, Series C Convertible Preferred Stock, and warrants are all included in the proposed merger consideration. A reverse stock split is also anticipated to meet Nasdaq listing requirements, raising the stock price to at least $4.00 per share. The special meeting for stockholders will approve necessary proposals related to the merger, including possible dilutions and adjustments based on the transaction structure. The merger aims to requalify as a tax-deferred reorganization under Section 368(a) of the Internal Revenue Code. Both boards of directors recommend affirmatively to their respective stockholders regarding the transactions outlined.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000143774925006760

Filing Summary: On March 10, 2025, Blackboxstocks Inc. entered into an Agreement and Plan of Merger with RABLBX Merger Sub Inc. and REalloys Inc. The merger involves REalloys merging with and into Merger Sub, making REalloys a wholly-owned subsidiary of Blackboxstocks Inc. Shareholders of REalloys will receive shares of common and preferred stock of Blackboxstocks based on an exchange ratio that is subject to adjustments. Following the merger, Blackboxstocks is expected to be renamed 'REalloys Inc.' The agreement includes statements from both parties to conduct business normally while awaiting merger completion, prohibiting certain transactions unless approved in writing. It requires cooperation in filing a registration statement with the SEC and obtaining shareholder approval for the merger. The closing of the merger is contingent on several conditions, including regulatory approvals, shareholder votes, and Nasdaq listing approval. Additionally, stockholder support agreements were executed to ensure votes in favor of the merger. Lock-Up Agreements were established to restrict stock sale transactions by officers and directors after closing. An Option Agreement and a contingent value rights agreement (CVR Agreement) were also outlined, determining future share distributions and rights related to anticipated net proceeds from certain transactions. A Certificate of Designations for Series C Convertible Preferred Stock will be filed as part of the merger, which will rank pari passu or junior to the existing shares of the company.

Form Type: 8-K

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000143774925001510

Filing Summary: On January 17, 2025, Blackboxstocks Inc. entered into a Securities Purchase Agreement with Five Narrow Lane LP, agreeing to sell senior debentures with an aggregate principal amount of $250,000 and amended senior secured convertible debentures totaling $2,000,000. The Initial Closing for the Initial Debentures occurred on the same day, with an interest rate of 7.00% and a maturity date of March 15, 2025. The Additional Debentures will be funded based on various triggers including the execution of a Merger Agreement and filing with the SEC. The Initial Debentures may be exchanged for Additional Debentures under specific conditions. Additionally, a Registration Rights Agreement will be established to ensure timely registration of securities. Following this, on January 22, 2025, a press release was issued announcing the execution of the Purchase Agreement.