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BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of the Following Investigations: Beacon Roofing Supply, Inc. (Nasdaq – BECN), Optinose, Inc. (Nasdaq – OPTN), Corporation (Nasdaq – RDFN), Blackboxstocks Inc. (Nasdaq – BLBX)
Globenewswire· 2025-03-20 17:43
Group 1: Beacon Roofing Supply, Inc. - Beacon Roofing Supply will be acquired by QXO, Inc. for $124.35 per share in cash at closing [2] - The investigation focuses on whether the Beacon Roofing Supply Board breached its fiduciary duties by failing to conduct a fair process and whether shareholders are receiving fair value for their shares [2] Group 2: Optinose, Inc. - Optinose will be acquired by Paratek Pharmaceuticals for $9.00 per share in cash, plus up to $5.00 per share in contingent value rights (CVRs) based on achieving certain net revenue milestones [4] - The investigation concerns potential breaches of fiduciary duties by the Optinose Board regarding the fairness of the acquisition process and shareholder value [4] Group 3: Redfin Corporation - Redfin will be acquired by Rocket Companies, with each share of Redfin common stock exchanged for a fixed ratio of 0.7926 shares of Rocket Companies Class A common stock, valued at approximately $12.50 per share [6] - The investigation examines whether the Redfin Board breached its fiduciary duties by failing to ensure a fair process and the impact of dilution on shareholders [6] Group 4: Blackboxstocks Inc. - Blackboxstocks will be acquired by REalloys Inc., with stockholders expected to own approximately 7.3% of the combined company's shares upon closing [8] - The investigation looks into whether the Blackboxstocks Board breached its fiduciary duties by not conducting a fair process and the implications of dilution for shareholders [8]
Blackboxstocks Inc. Signs Definitive Merger Agreement to Acquire Rare Earth Producer REalloys Inc.
Prism Media Wire· 2025-03-10 12:30
Core Viewpoint - Blackboxstocks Inc. has entered into a definitive merger agreement to acquire REalloys Inc., positioning REalloys as a leader in rare earth magnet production in North America, which is critical for U.S. national defense and advanced technologies [1][2][3] Company Overview - Blackboxstocks Inc. is a financial technology and social media hybrid platform that provides real-time analytics for stock and options traders [9] - REalloys Inc. focuses on the development and production of rare earth elements, with its primary asset being the Hoidas Lake deposit in Saskatchewan, which is rich in critical rare earth materials [7] Merger Details - The merger values REalloys at approximately $400 million, with Blackbox stockholders retaining about 7.3% of the combined company's common shares post-merger [1][6] - Upon closing, REalloys' stockholders are expected to own approximately 92.7% of the combined company [6] - The merger is anticipated to close in the second quarter of 2025, subject to regulatory, lender, and stockholder approvals [6] Strategic Importance - REalloys aims to create a fully integrated mine-to-magnet supply chain in North America, reducing U.S. dependence on foreign suppliers for rare earth materials [2][3] - The company plans to deliver critical magnets to U.S. National Defense Stockpiles and key industries on an accelerated timeline, supporting national defense and infrastructure [3][7] Management and Governance - David Argyle is expected to become the CEO of the combined company, while Gust Kepler will continue as CEO of Blackbox.io, Inc., a subsidiary focused on fintech operations [6] - The board of directors for the combined company will include five members appointed by REalloys and one member appointed by Blackbox [6]
Blackboxstocks, Inc. Appoints Grant Evans to the Company's Board of Directors
Newsfilter· 2025-01-27 13:00
Company Announcement - Blackboxstocks Inc appointed Grant Evans as a Director to replace Ray Balestri who passed away unexpectedly [1] - Grant Evans will chair the Company's audit committee and is an independent director under Nasdaq and SEC requirements [3] New Director Background - Grant Evans has been a partner with Pacific Coast Partners since 2021, focusing on mergers and acquisitions, strategy, and capital raising [2] - Prior to Pacific Coast Partners, Grant Evans held several CEO positions in public and private companies, including ActivIdentity, Inc, a NASDAQ-listed company specializing in secured identification and encryption solutions [2] Company Overview - Blackboxstocks Inc is a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders [4] - The platform uses predictive technology enhanced by artificial intelligence to analyze over 10,000 stocks and up to 1,500,000 options contracts multiple times per second [4] - Blackbox provides a fully interactive social media platform integrated into its dashboard, enabling users to exchange information and ideas efficiently [4] - The company recently introduced a live audio/screenshare feature for members to broadcast trade strategies and market insights within the Blackbox community [4] - Blackbox is a SaaS company with a growing user base spanning over 40 countries, with subscription fees of $99.97 per month or $959.00 annually [4] Management Commentary - Gust Kepler, CEO of Blackbox, highlighted Grant Evans' extensive experience as a former CEO in the technology space and his substantial experience in mergers and acquisitions [3] - Grant Evans expressed excitement about joining the board and working with the Blackbox team on a new merger opportunity [3]
Blackboxstocks, Inc. Appoints Grant Evans to the Company’s Board of Directors
Globenewswire· 2025-01-27 13:00
Core Viewpoint - Blackboxstocks Inc. has appointed Grant Evans as a new Director following the unexpected passing of Ray Balestri, with Evans bringing extensive experience in technology and mergers and acquisitions to the company [1][3]. Company Overview - Blackboxstocks, Inc. is a financial technology and social media hybrid platform that provides real-time proprietary analytics and news for stock and options traders [4]. - The platform utilizes predictive technology enhanced by artificial intelligence to identify volatility and unusual market activity, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second [4]. - Blackbox operates a subscription-based model with fees set at $99.97 per month or $959.00 annually, serving users across more than 40 countries [4]. Leadership Changes - Grant Evans, who has been a partner at Pacific Coast Partners since 2021 and has held CEO positions in various companies, has been appointed as an independent director and will chair the audit committee [2][3]. - The CEO of Blackbox, Gust Kepler, expressed confidence in Evans' capabilities, highlighting his knowledge and experience in the technology sector and mergers and acquisitions [3].
Blackboxstocks, Inc. Appoints Grant Evans to the Company's Board of Directors
Prism Media Wire· 2025-01-27 12:55
Core Viewpoint - Blackboxstocks, Inc. has appointed Grant Evans to its Board of Directors following the unexpected passing of Ray Balestri, with Evans bringing extensive experience in technology and mergers and acquisitions [1][3]. Company Overview - Blackboxstocks, Inc. is a financial technology and social media hybrid platform that provides real-time proprietary analytics for stock and options traders, utilizing predictive technology enhanced by artificial intelligence [4]. - The platform continuously scans major stock exchanges and analyzes over 10,000 stocks and up to 1,500,000 options contracts multiple times per second [4]. - Blackbox operates on a subscription model, with fees set at $99.97 per month or $959.00 annually, and has a user base spanning over 40 countries [4]. Grant Evans' Background - Grant Evans has been a partner at Pacific Coast Partners since 2021, focusing on mergers and acquisitions, strategy, and capital raising [2]. - He has held several CEO positions in both public and private companies, including ActivIdentity, Inc., where he served as Chairman and CEO [2]. - Evans is recognized as an independent director under Nasdaq and SEC requirements and will chair the Company's audit committee [3]. Leadership Perspective - Gust Kepler, CEO of Blackbox, expressed confidence in Evans' appointment, highlighting his extensive knowledge and experience in the technology sector and mergers and acquisitions [3]. - Evans expressed enthusiasm about joining the board and looks forward to exploring new merger opportunities for Blackbox [3].
Blackboxstocks, Inc. Secures Financing of up to $2,000,000 in Anticipation of Potential Merger
Globenewswire· 2025-01-22 13:00
Core Viewpoint - Blackboxstocks Inc. has entered into a Securities Purchase Agreement to issue senior debentures totaling $2,250,000, which includes an initial amount of $250,000 and additional debentures of $2,000,000, aimed at financing operations and potential merger transactions [1][2][3]. Group 1: Debenture Details - The Initial Debentures amount to $250,000, bearing an interest rate of 7.00% per annum, maturing on the earlier of a definitive merger agreement or March 15, 2025 [2]. - The Additional Debentures will total $2,000,000, funded through a series of payments contingent on specific milestones related to a merger transaction [3]. - The Additional Debentures will also bear an interest rate of 7.00% per annum, maturing either at the closing of the merger or 12 months after issuance [3]. Group 2: Conversion and Repayment Terms - On maturity, the company will repay the accrued interest and principal of the Additional Debentures, with a premium of 115% if repaid in cash [4]. - Holders of the Additional Debentures may convert their holdings into common stock at a conversion price set at 175% of the prior day's closing price, with a minimum price of $5.00 per share [4]. - A beneficial ownership limitation of 9.9% applies post-conversion, which can be reduced to 4.9% upon election by the holders [4]. Group 3: Company Overview - Blackboxstocks Inc. operates as a financial technology and social media hybrid platform, providing real-time analytics for stock and options traders [5]. - The platform utilizes predictive technology enhanced by AI to analyze over 10,000 stocks and up to 1,500,000 options contracts multiple times per second [5]. - The company offers subscription services priced at $99.97 per month or $959.00 annually, with a user base spanning over 40 countries [5].
Blackboxstocks, Inc. and Evtec Aluminium Limited Mutually Agree to Terminate Share Exchange Agreement
Newsfilter· 2025-01-17 21:30
Core Viewpoint - Blackboxstocks, Inc. and Evtec Aluminium Limited have mutually agreed to terminate their Share Exchange Agreement, with Blackbox actively seeking other strategic merger options to enhance stockholder value [1][2]. Company Overview - Blackboxstocks, Inc. is a financial technology and social media hybrid platform that provides real-time proprietary analytics and news for stock and options traders. The platform employs predictive technology enhanced by artificial intelligence to identify volatility and unusual market activity [3]. - The company continuously scans major stock exchanges and options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. It offers a fully interactive social media platform integrated into its dashboard for users to exchange information and ideas [3]. - Blackbox operates on a subscription model, with current fees set at $99.97 per month or $959.00 annually, and has a growing user base across over 40 countries [3]. Termination of Agreement - The Share Exchange Agreement, initially executed on December 12, 2023, and amended on July 1, 2024, was intended to make Evtec a wholly owned subsidiary of Blackbox. However, due to unforeseen delays and costs, both companies decided to terminate the agreement [1][2]. - Blackbox's CEO expressed disappointment over the inability to complete the merger but emphasized respect for Evtec and its management, wishing them success in the future [2].
Blackboxstocks, Inc. and Evtec Aluminium Limited Mutually Agree to Terminate Share Exchange Agreement
Prism Media Wire· 2025-01-17 21:24
Core Viewpoint - Blackboxstocks, Inc. and Evtec Aluminium Limited have mutually agreed to terminate their Share Exchange Agreement due to unforeseen delays and hurdles, with Blackbox actively seeking other strategic merger options to enhance stockholder value [1][2]. Group 1: Company Overview - Blackboxstocks, Inc. is a financial technology and social media hybrid platform that provides real-time proprietary analytics for stock and options traders, utilizing predictive technology enhanced by artificial intelligence [3]. - The platform continuously scans over 10,000 stocks and up to 1,500,000 options contracts multiple times per second, offering users a fully interactive social media platform integrated into its dashboard [3]. - Current subscription fees for Blackbox's services are $99.97 per month or $959.00 annually, with a user base spanning over 40 countries [3]. Group 2: Termination of Agreement - The Share Exchange Agreement, initially executed on December 12, 2023, and amended on July 1, 2024, was intended to make Evtec a wholly owned subsidiary of Blackbox, but was terminated on January 13, 2025 [1]. - Both companies expressed disappointment over the termination, citing the protracted time frame and unforeseen costs as significant hurdles [2].
Blackboxstocks(BLBX) - 2024 Q3 - Quarterly Report
2024-11-14 20:09
Revenue and Subscribers - For the three months ended September 30, 2024, revenue was $646,792, a decline of 11% compared to $727,218 for the same period in 2023, attributed to fewer subscribers[81] - Average subscribers for the three months ended September 30, 2024, were 2,972, down from 3,174 in the prior year period[81] - For the nine months ended September 30, 2024, revenue was $1,981,974, a decline of 15% from $2,324,870 in the prior year[85] - Average subscribers for the nine months ended September 30, 2024, were 2,986, down from 3,564 in the prior year[85] Operating Expenses and Losses - Operating expenses for the three months ended September 30, 2024, decreased by 14% to $1,088,582 from $1,269,769 in the same period in 2023[83] - Operating expenses for the nine months ended September 30, 2024, decreased by 36% to $3,429,812 from $5,369,668 in the same period in 2023[87] - The company incurred an operating loss of $2,452,989 for the nine months ended September 30, 2024, compared to a loss of $4,247,332 for the prior year[88] Cash and Financing Activities - Cash and marketable securities totaled $60,921 as of September 30, 2024, down from $475,652 at December 31, 2023[76] - Net cash provided by financing activities was $1,366,274 for the nine months ended September 30, 2024, compared to net cash used of $36,814 in the prior year[78] Net Loss and EBITDA - Net loss for Q3 2024 was $780,833, compared to a net loss of $671,745 in Q3 2023, representing an increase in loss of approximately 16.2%[91] - Total adjustments for EBITDA in Q3 2024 amounted to $130,940, down from $158,719 in Q3 2023, indicating a decrease of about 17.5%[91] - EBITDA for Q3 2024 was $(649,893), worsening from $(513,026) in Q3 2023, reflecting a decline of approximately 26.6%[91] - Net loss for the nine months ended September 30, 2024, was $(2,522,487), an improvement from $(3,996,607) in the same period of 2023, showing a reduction in loss of about 37.0%[91] - Total adjustments for EBITDA in the nine months ended September 30, 2024, were $384,514, significantly lower than $1,300,436 in the same period of 2023, a decrease of approximately 70.5%[91] - EBITDA for the nine months ended September 30, 2024, was $(2,139,973), an improvement from $(2,696,171) in the same period of 2023, indicating a reduction in loss of about 20.7%[91] Interest and Compensation - Interest expense for Q3 2024 was $58, down from $210 in Q3 2023, a decrease of approximately 72.4%[91] - Stock-based compensation for the nine months ended September 30, 2024, was $301,069, significantly lower than $1,330,104 in the same period of 2023, a decrease of about 77.4%[91] Company Classification and Arrangements - As of September 30, 2024, the company did not have any material off-balance sheet arrangements[92] - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures[92] Future Expectations - The company expects to acquire Evtec Aluminium, which is anticipated to attract additional capital investment[73]
Blackboxstocks(BLBX) - 2024 Q2 - Quarterly Report
2024-08-15 21:11
Financial Performance - For the six months ended June 30, 2024, the company reported revenue of $1,332,722, a decline of 16% compared to $1,589,638 for the same period in 2023[74] - The company incurred an operating loss of $1,718,823 for the six months ended June 30, 2024, compared to a loss of $3,378,103 for the same period in 2023, indicating improved operational efficiency[77] - Gross margins for the six months ended June 30, 2024, were 46%, up from 45% in the prior year, with cost of revenues decreasing to $713,975 from $874,606[75] - Operating expenses for the six months ended June 30, 2024, were reduced by 43% to $2,338,980 from $4,099,899 in the same period of 2023[76] - Average monthly revenue per subscriber increased to $74.30 for the six months ended June 30, 2024, from $70.53 in the prior year, driven by higher pricing strategies[74] Subscriber Metrics - Average subscribers for the three months ended June 30, 2024, decreased to 2,983 from 3,987 in the prior year, reflecting a reduction in user base[70] Cash Flow and Financing - The company had cash and marketable securities totaling $1,055,482 as of June 30, 2024, an increase from $475,652 at December 31, 2023[66] - Net cash provided by financing activities was $1,266,680 for the six months ended June 30, 2024, compared to net cash used of $29,622 in the prior year[67] Strategic Initiatives - The company is pursuing a planned acquisition of Evtec Aluminium, which is expected to enhance capital investment opportunities[63] - The company has implemented initiatives to improve cash flow, including new product development and revised marketing strategies[63] Regulatory and Reporting - As of June 30, 2024, the company reported no material off-balance sheet arrangements[82] - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures[82]