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    Amendment: SEC Form 10-Q/A filed by Blackboxstocks Inc.

    10/16/24 2:39:18 PM ET
    $BLBX
    EDP Services
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    blkbx20240630_10qa.htm
    true 0001567900 0001567900 2024-06-30 2024-06-30 0001567900 2024-10-15 xbrli:shares
    --12-31Q22024
     
    Table of Contents
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    FORM 10-Q/A
     
    Amendment No. 1
     
    (Mark One)
     
     
    ☒
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the quarterly period ended
    June 30, 2024
    or
     
    ☐
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the transition period from
     
    to
     
     
    Commission File No.
    001-41051
     
    BLACKBOXSTOCKS INC.
    (Exact name of registrant as specified in its charter)
     
    Nevada
    45-3598066
    (State or other jurisdiction of incorporation or organization)
    (I.R.S. Employer Identification No.)
     
    5430 LBJ Freeway, Suite 1485, Dallas, Texas
    75240
    (Address of principal executive offices)
    (Zip Code)
     
    (972) 726-9203
    (Registrant’s telephone number, including area code)
     
     
    (Former name, former address and former fiscal year if changed since last report)
     
    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 Stock Market LLC
     
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
     
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
     
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
     
    Large accelerated filer ☐
    Accelerated filer ☐
    Non-accelerated filer ☒ 
    Smaller reporting company ☒
     
    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.         ☐
     
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
     
    The number of shares outstanding of the registrant’s Common Stock as of October 15, 2024 was 3,528,038.
     
     

    Table of Contents
     
    EXPLANATORY NOTE
     
    This Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the Quarterly Report on Form 10-Q of Blackboxstocks, Inc. (the “Company”), “we”, “us” or “our”) for the quarterly period ended June 30, 2024, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 15, 2024 (the “Quarterly Report”) is being filed to amend and restate Part I Item 4: “Controls and Procedures” to include additional disclosure regarding the conclusion of our principal executive officer and principal financial officer as to the effectiveness of our internal controls and procedures designed to ensure that information required to be disclosed in our reports is recorded, processed, summarized and reported on a timely basis.
     
    As required by Rule 12b-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required by Rule 13a-14(a) under the Exchange Act are also being filed as exhibits to this Amendment. This Amendment contains only the cover page, this explanatory note, the complete text of Item 4, the exhibit list, a signature page and the revised certifications.
     
    Other than expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Quarterly Report or reflect any events that have occurred after the Quarterly Report was initially filed. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Quarterly Report was originally filed. This Amendment should be read together with the Quarterly Report and the Company’s other filings with the SEC.
     

    Table of Contents
     
    TABLE OF CONTENTS
     
       
    Page
    PARTI –FINANCIAL INFORMATION
    1
    Item 4.
    Controls and Procedures
    1
         
    PARTII –OTHER INFORMATION
    2
    Item 6.
    Exhibits
    2
         
    SIGNATURES
    3
     
     
     

    Table of Contents
     
    PART I - FINANCIAL INFORMATION
     
    Item 4.  Controls and Procedures
     
    Evaluation of Disclosure Controls and Procedures
     
    Gust Kepler, our principal executive officer and Robert Winspear, our principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of June 30, 2024, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of June 30, 2024, were effective as of the end of the period covered by this Quarterly Report.
     
    Changes in Internal Control Over Financial Reporting
     
    There were no changes in our internal controls over financial reporting during the quarter ended June 30, 2024, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
     
    Limitations on the Effectiveness of Controls
     
    Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.
     
    1
    Table of Contents
     
    PART II - OTHER INFORMATION
     
    Item 6.  Exhibits
     
    The following exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference as described below.
     
    Exhibit
    Description
    31.1
    Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
    31.2
    Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
    32.1
    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350**
    32.2
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350**
    101.1
    Inline Interactive data files pursuant to Rule 405 of Regulation S-T*
    104
    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
    *          Filed herewith.
    **       Furnished herewith
     
    2

    Table of Contents
     
    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, thereunto duly authorized.
     
    October 16, 2024
    BLACKBOXSTOCKS INC.
         
     
    By:
    /s/ Gust Kepler
     
    Gust Kepler
     
    President, Chief Executive Officer and Secretary
     
    (Principal Executive Officer)
     
     
    By:
    /s/ Robert Winspear
     
    Robert Winspear
     
    Chief Financial Officer and Secretary (Principal Financial
     
    and Accounting Officer)
     
    3
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