Blackboxstocks Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

false 0001567900 0001567900 2024-07-01 2024-07-01

 

 

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 1, 2024

 

(Exact name of registrant as specified in its charter)

 

 

 

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 (see General Instruction A.2. below):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

On July 1, 2024 Blackboxstocks Inc. (the “Company” or “Blackboxstocks”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which the Company sold 312,500 shares of its common stock, par value $0.001 (“Common Stock”), at a price per share of $4.00 for gross proceeds of $1,250,000. Gust Kepler, a director, our President and Chief Executive Officer, purchased $100,000 of the Common Stock under the terms of the Stock Purchase Agreement. Quadrofoglio Holdings LLC, a Florida limited liability company, purchased the remaining $1,150,000 of Common Stock. The Stock Purchase Agreement contains standard representations and warranties from the Company and the purchasers.

 

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Stock Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

 

 

On July 1, 2024, the Company entered into a Convertible Loan Agreement (the “Loan Agreement”) with Evtec Aluminium Limited (“Evtec”) pursuant to which the Company loaned Evtec $1,150,000 (the “Evtec Loan”). The Evtec Loan is unsecured, bears interest at 12% per annum and has a maturity date of one year from the date of issuance. The Evtec Loan is convertible into Evtec ordinary shares at the rate of $1,197.92 per share at any time at the option of Blackboxstocks and converts automatically upon the closing of the Share Exchange Agreement (as defined below). If converted, the Evtec Loan converts into approximately 3.2% of the outstanding ordinary shares of Evtec inferring a post money valuation of approximately $48,136,000.

 

The foregoing description of the Loan Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Loan Agreement dated July 1, 2024, which is attached as Exhibit 10.2 to this Current Report on Form 8-K.

 

 

As previously reported in the Company’s Current Report on Form 8-K dated December 18, 2023, the Company, Evtec and certain holders of Evtec ordinary shares (“Sellers”) entered into a Share Exchange Agreement (the “Share Exchange Agreement) on December 12, 2023, pursuant to which the Company will acquire all of the issued and outstanding share capital of Evtec, with the result of Evtec becoming a wholly-owned subsidiary of the Company (the “Acquisition”).

 

On July 3, 2024, the Company and Evtec entered into a First Amendment to Share Exchange Agreement (the “Amendment”) in order to reflect the effects of the Stock Purchase Agreement transaction and the proposed issuance of Evtec warrants in connection with its pre-closing financing efforts. Specifically, the Amendment provides:

 

 

 

The foregoing description of the 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 Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.

 

 

 

The information set forth under Item 1.01 regarding the issuance of Company Common Stock pursuant to the Stock Purchase Agreement is hereby incorporated by reference into this Item 3.02. The shares of Company Common Stock were issued in reliance upon an exemption from registration pursuant to 4(a)(2) under the Securities Act of 1933, as amended.

 

Item 7.01. Regulation FD Disclosure.

 

Attached as Exhibit 99.1 is a copy of the press release issued by the Company on July 2, 2024 announcing the transactions contemplated by Item 1.01 and Item 3.02 above.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing. 

 

 

 

(d) The following exhibits are filed with this Current Report on Form 8-K.

 

 

 

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.

 

Date: July 3, 2024