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2025-01-21
2025-01-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 21, 2025
BLACKBOXSTOCKS INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-41051
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45-3598066
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5430 LBJ Freeway, Suite 1485, Dallas, Texas
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75240
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(Address of principal executive offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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BLBX
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The NASDAQ Capital Market
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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 the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
As previously disclosed on the Current Report on Form 8-K filed on January 7, 2025 by Blackboxstocks Inc. (the “Company”), Ray Balestri, a member of the Company’s board of directors (the “Board”), audit committee, compensation committee and nominating and governance committee, passed away unexpectedly on January 4, 2025. To fill the vacancies created by Mr. Balestri’s death, the Board appointed Grant Evans as a director to hold office until the Company’s 2025 annual meeting of stockholders and until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. In connection with his appointment to the Board, Mr. Evans was also appointed to serve on each of the Board’s audit committee, compensation committee and nominating and governance committee.
In connection with his appointment, the Board has affirmatively determined that Mr. Evans (i) meets the requirements for audit committee service contained in Nasdaq Listing Rule 5605(c)(2)(A), (ii) is an “independent director” as contemplated by Nasdaq Listing Rule 5605(b)(1), and (iii) is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Mr. Evans will serve as Chairman of the Company’s audit committee.
Mr. Evans is a seasoned executive with over 30 years of experience as a Chief Executive Officer, director and advisor in multiple industries. Since 2021, Mr. Evans has been a partner with Pacific Coast Partners, an advisory firm focusing on mergers and acquisitions, strategy and capital raising. From 2019 to 2021, Mr. Evans was the Chief Executive Officer of Crypto Graphic Solutions Inc., a global supplier of encryption solutions for end point management, secured access, data protection and monitoring until the company was acquired in 2021.
Mr. Evans’s compensation for service as non-employee director will be consistent with that of the Company’s other non-employee directors, subject to proration to reflect the commencement date of his service on the Board.
There are no arrangements or understandings between Mr. Evans and any other person pursuant to which Mr. Evans was named as a director of the Company. Mr. Evans has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
After giving effect to Mr. Evans’s appointment, the Board is comprised of a majority of independent directors as required by Nasdaq Listing Rule 5605(b)(1), and the audit committee of the Board has three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A).
Item 7.01 Regulation FD Disclosure
On January 27, 2025, the Company issued a press release announcing the appointment of Mr. Evans as a director.
The information in this Item 7.01, including Exhibit 99.1 hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference to the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed with this Current Report on Form 8-K.
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Exhibit
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: January 27, 2025
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Blackboxstocks Inc.
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By:
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/s/ Gust Kepler
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Gust Kepler
President and Chief Executive Officer
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Exhibit 99.1
Blackboxstocks, Inc. Appoints Grant Evans to the Company’s Board of Directors
January 27, 2025 – Blackboxstocks Inc. (NASDAQ: BLBX), (“Blackbox” or the “Company”), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders, announced today that on January 21, 2025 the Company appointed Grant Evans as a Director to replace Ray Balestri who passed away unexpectedly earlier this month.
Mr. Evans has been a partner with Pacific Coast Partners, an advisory firm focusing on mergers and acquisitions, strategy and capital raising since 2021. Prior to that, Mr. Evans has held several CEO positions in public and private companies including ActivIdentity, Inc where he was Chairman and CEO, a (NASDAQ listed company) and global supplier and leader of secured identification and encryption solutions for end point management, secured access, data protection and monitoring.
Mr. Evans is as an independent director under the requirements set by Nasdaq and the SEC and will chair the Company’s audit committee.
Gust Kepler, Chief Executive Officer of Blackbox, commented “We are fortunate to have Grant join our board. He brings a wealth of knowledge as a former CEO of several companies in the technology space as well substantial experience in mergers and acquisitions.”
Grant Evans commented “I am excited to join the board of directors of Blackbox and look forward to working with the Blackbox team as they embark on a new merger opportunity.”
About Blackboxstocks, Inc.
Blackboxstocks, Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software employs "predictive technology" enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. Blackbox continuously scans the NASDAQ, New York Stock Exchange, CBOE, and all other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We recently introduced a live audio/screenshare feature that allows our members to broadcast on their own channels to share trade strategies and market insight within the Blackbox community. Blackbox is a SaaS company with a growing base of users that spans over 40 countries; current subscription fees are $99.97 per month or $959.00 annually.
For more information, go to: https://blackboxstocks.com/
Safe Harbor Clause and Forward-Looking Statements
This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “expose,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our filings with the Securities and Exchange Commission (the “SEC”), including our reports on Forms 10-K, 10-Q, 8-K and other filings that we make with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” in our SEC filings may not be exhaustive.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
Disclosure Information
Blackboxstocks uses and intends to continue to use its Investors website at https://blackboxstocks.com/company-overview as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s Investors website, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.
Contacts
Investors@blackboxstocks.com
PCG Advisory
Jeff Ramson
(646) 863-6893
jramson@pcgadvisory.com
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