UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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BLACKBOXSTOCKS
INC.
(Name
of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required
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Fee computed on table below
per Exchange Act Rules 14c-5(g) and 0-11
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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BLACKBOXSTOCKS INC.
5430 LBJ Freeway, Suite 1485
Dallas, Texas 75240
INFORMATION STATEMENT PURSUANT TO SECTION
14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND REGULATION
14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
To the Stockholders of Blackboxstocks
Inc.:
This Information
Statement is furnished to holders of shares of Common Stock, $0.001 par value (the “Common Stock”) of Blackboxstocks
Inc. (“
Blackboxstocks
,” “we,” “us” or the “Company”).
We are sending you this Information Statement to inform you that the holder of all of our issued and outstanding shares of Series
A Convertible Preferred Stock has approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation
that will effect reverse split of the Company’s Common Stock at a ratio of one-for-three (the “Split Ratio”).
The accompanying
Information Statement is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder.
As described in this Information Statement, the foregoing Amendment was approved by our Board of Directors (the “Board”)
by written consent on June 12, 2019. Thereafter, on June 12, 2019, the stockholder of the Company (the “Consenting Stockholder”)
holding all of our issued and outstanding shares of Series A Convertible Preferred Stock, adopted by written consent a resolution
approving the Amendment. Such written consent constitutes the only stockholder approval required to amend the Company’s Articles
of Incorporation under the Nevada Revised Statutes. Because the written consent of the Consenting Stockholder satisfies all applicable
stockholder voting requirements, the Board is not soliciting your proxy or consent in connection with the matters discussed above.
You are urged to read the Information Statement carefully and in its entirety for a description of the action taken by the Company.
The actions will
not become effective before the date which is 20 days after this Information Statement was first mailed to stockholders. This Information
Statement is being mailed on or about June [__], 2019 to stockholders of record on June 12, 2019 (the “Record Date”).
By order of the Board of Directors
/s/ Gust Kepler
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Gust Kepler
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President and Chief Executive Officer
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Dallas, Texas
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June [__], 2019
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BLACKBOXSTOCKS INC.
5430 LBJ Freeway, Suite 1485
Dallas, Texas 75240
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
This Information Statement (the “Information
Statement”) is being mailed on or about June [__], 2019 to the holders of record at the close of business on June 12, 2019
(the “Record Date”), of the Common Stock (the “Common Stock”) of Blackboxstocks Inc., a Nevada corporation
(“Blackboxstocks,” “we,” “us” or the “Company”), in connection with an action taken
by written consent of the holder of all of our issued and outstanding shares of Series A Converible Preferred Stock (“Series
A Preferred”) in lieu of a meeting to approve an Amendment (the “Amendment”) to our Articles of Incorporation,
as amended to date (the “Articles”), effecting a reverse split of the Company’s Common Stock (the “Reverse
Stock Split”) at a ratio of one-for-three (the “Split Ratio”).
The sole member of the Board of Directors
(the “Board”) and the stockholder beneficially owning 6,995,000 issued and outstanding shares of our Common Stock and
all 5,000,000 issued and outstanding shares of our Series A Preferred Stock (the “Consenting Stockholder”) have executed
written consents approving the Amendment. The Consenting Stockholder held of record on the Record Date approximately 30% of the
total issued and outstanding Common Stock of the Company and 100% of our issued and outstanding Series A Preferred Stock, which
was sufficient to approve the proposed Amendment. Dissenting stockholders do not have any statutory appraisal rights as a result
of the action taken. The Board does not intend to solicit any proxies or consents from any other stockholders in connection with
this action. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely to advise
stockholders of the actions taken by written consent.
Section 78.320 of the Nevada Revised
Statutes (the “NRS”) generally provides that any action required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least
a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting,
then that proportion of written consents is required. Pursuant to NRS 78.390, a majority of the outstanding voting shares of stock
entitled to vote thereon is required in order to amend the Articles. In order to eliminate the costs and management time involved
in obtaining proxies and in order to effect the above actions as early as possible in order to accomplish the purposes of the Company
as herein described, the Board consented to the utilization of, and did in fact obtain, the written consent of the Consenting Stockholder
who owns shares representing all of our Series A Preferred stock.
This Information Statement is being
distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) to the Company’s stockholders of record on the Record Date. The corporate action described herein may be effective
as early as 20 days (the “20-day Period”) after the mailing of this Information Statement. The 20-day Period is expected
to conclude on or about July [__], 2019.
The entire cost of furnishing this
Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other
like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will
reimburse such persons for their reasonable charges and expenses in connection therewith.
Forward
Looking Statements
This Information Statement
and other reports that the Company files with the U.S. Securities and Exchange Commission (the “SEC”) contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical information
provided herein are forward-looking and may contain information about financial results, economic conditions, trends and known
uncertainties. We caution the reader that actual results could differ materially from those expected by us depending on the outcome
of certain factors, including, without limitation, the risk that the assumptions upon which the forward-looking statements are
based ultimately may prove to be incorrect or incomplete, that the Reverse Stock Split will not be consummated in a timely manner
or at all, as well as other risks and uncertainties that are described in the Company’s filings with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligations to release publicly the results of any revisions to these forward-looking statements that may be made
to reflect events or circumstances after the date of this information statement, including, without limitation, changes in our
business strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
VOTE REQUIRED TO APPROVE THE AMENDMENT
The shares of Common Stock and Preferred Stock
are the only classes of voting securities of the Company outstanding (the “Voting Stock”). Each share of Common Stock
is entitled to one (1) vote per share on all matters submitted to a vote of the stockholders. As of the Record Date, there were
23,145,500 shares of Common Stock issued and outstanding. Each share of Series A Preferred stock of the Company is entitled to
one hundred (100) votes per share on all matters submitted to a vote of the stockholders. As of the Record Date, there were 5,000,000
shares of Series A Preferred stock issued and outstanding, collectively representing 500,000,000 votes on each matter presented
to the stockholders for a vote. For the approval of the Amendment, the consent of a majority of the voting power on the Record
Date, or 261,572,751 total stockholder votes, was required for approval by written consent without a meeting.
CONSENTING STOCKHOLDER
On June 12, 2019, the Board unanimously adopted
resolutions declaring the advisability of, and recommending that stockholders approve, the Amendment to the Company’s Articles
to effect a Reverse Stock Split of the Company’s Common Stock at a Split Ratio of one-for-three. In connection with the adoption
of such resolutions, the Board elected to seek the written consent of the holder of all of our issued and outstanding shares of
Series A Preferred Stock in order to reduce the costs and implement the proposal in a timely manner.
On June 12, 2019, the Consenting Stockholder,
Gust Kepler, who is also our sole Director and the President, Chief Executive Officer, Chief Financial Officer and Secretary of
the Company, who on the Record Date owned shares of the Company’s issued and outstanding voting stock entitled to 506,995,000
votes, representing approximately 97% of the votes on all matters submitted to a vote of the stockholders, consented in writing
to the proposed Amendment.
Under Section 14(c) of the Exchange Act,
the filing of the Amendment effecting the Reverse Stock Split cannot become effective until the expiration of the 20-day Period.
The Company is not seeking written consent
from any of our other stockholders, and stockholders other than the Consenting Stockholder will not be given an opportunity to
vote with respect to the Amendment. All necessary corporate approvals have been obtained, and this Information Statement is furnished
solely
for the purpose of providing stockholders advance
notice of the actions taken, as required by the Exchange Act.
Stockholders who were not afforded an opportunity
to consent or otherwise vote with respect to the actions taken have no right under the NRS to dissent or require a vote of all
stockholders.
APPROVAL OF THE REVERSE STOCK SPLIT OF OUR
OUTSTANDING COMMON STOCK
General
Our Board has unanimously approved a proposal
to amend Article III of our Articles to effect a one-for-three Reverse Stock Split of the Company's outstanding Common Stock. The
Consenting Stockholder has also approved this Amendment. The text of the Amendment is set forth in the Certificate of Amendment
to Articles of Incorporation of Blackboxstocks Inc. attached to this Information Statement as
Appendix A
.
The Amendment provides for the combination
of our presently issued and outstanding shares of Common Stock into a smaller number of shares of identical Common Stock. This
is known as a "reverse stock split." Under the proposal, each three (3) shares of our presently issued and outstanding
Common Stock as of the close of business on the effective date of the Amendment will be converted automatically into one (1) share
of our post-Reverse Stock Split Common Stock. Fractional shares of Common Stock will not be issued. Instead, we will issue one
(1) full share of our post-Reverse Stock Split Common Stock to any stockholder who would have been entitled to receive a fractional
share of Common Stock as a result of the Reverse Stock Split.
Each stockholder will hold the same percentage
of our outstanding Common Stock immediately following the Reverse Stock Split as he did immediately prior to the Reverse Stock
Split, except for adjustments required due to the treatment of fractional shares. The Amendment does not change the number of authorized
shares of Common Stock.
Reasons for the Reverse Stock Split
The Board
is effectuating the Reverse Stock Split, with the approval of the Consenting Stockholder, with the primary intent of increasing
the market price of the Company’s Common Stock to make the Common Stock more attractive to a broader range of institutional
and other investors and to facilitate potential uplisting to Nasdaq or another national securities exchange. In addition to potentially
increasing the market price of the Common Stock, the Reverse Stock Split would also reduce certain costs to stockholders, as discussed
below. Accordingly, for these and other reasons discussed below, the Company believes that effecting the Reverse Stock Split is
in the Company’s and the Company’s stockholders’ best interests.
The Board
believes that an increased stock price may encourage investor interest and improve the marketability of the Common Stock to a broader
range of investors, and thus enhance liquidity. Because of the trading volatility often associated with low-priced stocks, many
brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced
stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Additionally, because brokers’
commissions on lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced
stocks, the current share price of the Common Stock can result in an individual stockholder paying transaction costs that represent
a higher percentage of total share value than would be the case if the share price of the Common Stock were substantially higher.
This factor may also limit the willingness of institutions to purchase the Common Stock. The Board believes that the anticipated
higher market price resulting from the Reverse Stock Split could enable institutional investors and brokerage firms with such policies
and practices to invest in the Common Stock. In addition,
the Reverse
Stock Split would increase the likelihood that shares of our Common Stock could be listed on Nasdaq or another national securities
exchange. The listing rules of the Nasdaq require, among other things, that issuers maintain a minimum share price. By potentially
increasing the market price of the Common Stock as a result of the Reverse Stock Split, the Company would be more likely to qualify
for listing on Nasdaq. Nevertheless, there can be no assurance that the Reverse Stock Split will increase the market price of the
Company’s Common Stock and have the desired effect of allowing the Company’s to meet Nasdaq’s share price requirements.
For the above reasons, the Board believes that
the Reverse Stock Split is in the best interests of Blackboxstocks and the stockholders. However, there can be no assurances that
the Reverse Stock Split will have the desired consequences.
Effects of the Reverse Stock Split
The reverse stock split will be effected by
filing the Amendment with the Secretary of State of the State of Nevada and will be effective upon a date on or after the expiration
of the 20-day Period after the mailing of this Information Statement. The 20-day Period is expected to conclude on or about July
[__] 2019. However, the actual timing of the filing will be determined by our Board based upon its evaluation as to when the filing
will be most advantageous to the Company and our stockholders. We reserve the right to forego or postpone filing the Amendment
for up to a year if we determine that action to be in the best interests of the Company and the stockholders.
We are currently authorized to issue 100,000,000
shares of Common Stock of which 23,145,500 shares were issued and outstanding at the close of business on the Record Date. Adoption
of the Reverse Stock Split will reduce the shares of Common Stock outstanding but will not affect the number of authorized shares
of Common Stock. The Reverse Stock Split will have no effect on the par value of the Common Stock.
The effect of the Reverse Stock Split upon
holders of Common Stock will be that the total number of shares of our Common Stock held by each stockholder will be automatically
converted into the number of whole shares of Common Stock equal to the number of shares of Common Stock owned immediately prior
to the Reverse Stock Split divided by three (3), then further adjusted to account for any fractional shares. Each of our stockholders
will continue to own shares of Common Stock and will continue to share in the assets and future growth of the Company as a stockholder.
Each stockholder that would have been entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split
will receive one (1) whole share of Common Stock in lieu of such fractional share as a result of the reverse stock split.
The Reverse Stock Split will affect all of
the stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to
the extent that the Reverse Stock Split results in any of the Company’s stockholders owning a fractional share. As described
herein, stockholders holding fractional shares as a result of the Reverse Stock Split will be entitled to one (1) whole share of
Common Stock in lieu of such fractional shares. The number of stockholders of record will also not be affected by the Reverse Stock
Split. The Company will continue to be subject to the periodic reporting requirements of the Exchange Act.
Fractional Shares
No scrip or fractional share certificates will
be issued in connection with the
Reverse Stock Split
. Stockholders who otherwise would
be entitled to receive fractional shares because they hold a number of shares of the Common Stock not evenly divisible by the Split
Ratio will be entitled, upon surrender of
certificate(s) representing such shares, to
new certificate(s) representing the number of shares such stockholder would otherwise be entitled to rounded up to the next whole
share.
Authorized but Unissued Shares; Potential Dilution and Anti-Takeover
Effects
Adoption of the Reverse Stock Split will reduce
the shares of Common Stock outstanding as described elsewhere in this Information Statement. After effecting the Reverse Stock
Split, additional shares will be available for issuance from time to time for business purposes as reasonably determined by the
Board, without the necessity of soliciting further stockholder approval.
If the Board issues additional shares, the
aggregate ownership interest of our current stockholders, and the interest of each such existing stockholder, would be diluted,
and such dilution could be substantial.
The significant increase in the proportion
of unissued authorized shares to issued shares after the Reverse Stock Split could, under certain circumstances, have an anti-takeover
effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the
composition of our Board or contemplating a tender offer or other transaction for the combination of our Company with another company).
Discretionary Authority of the Board of
Directors to file the Amendment and Abandon Reverse Stock Split
The Reverse Stock Split will become effective
upon the filing of the Amendment to our Articles with the Secretary of State of the State of Nevada. The timing of the filing of
the Certificate of Amendment that will effectuate the Reverse Stock Split will be determined by our Board based on its evaluation
as to when such action will be the most advantageous to us and our stockholders. Our Board also reserves the right to abandon the
Amendment without further action by our stockholders at any time before the effectiveness of the filing with the Nevada Secretary
of State of the Amendment, notwithstanding the approval of the Reverse Stock Split by the Consenting Stockholder.
If the Amendment effecting the Reverse Stock
Split has not been filed with the Secretary of State of the State of Nevada by the close of one year from the Record Date, our
Board will abandon the Reverse Stock Split.
No Dissenters’ Rights
Under the NRS, the Company’s stockholders
are not entitled to dissenters’ rights with respect to the Reverse Stock Split, and the Company will not independently provide
stockholders with any such right.
Procedure for Effecting Reverse Stock Split
and Exchange of Stock Certificates
After the filing of the Amendment, our Common
Stock will have a new CUSIP number, which is a number used to identify our equity securities, and stock certificates with the older
CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below.
As soon as practicable after the Amendment
is filed, we will cause a letter of transmittal to be forwarded to each holder of record of shares of our Common Stock outstanding
as of such date. The letter of transmittal will contain instructions for the surrender of certificates representing shares of pre-Reverse
Stock Split Common Stock to our transfer agent in exchange for certificates representing the number of whole shares of post-Reverse
Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock have been converted as a result of the Reverse
Stock Split. Persons who hold their shares in brokerage
accounts or “street name” will
not be required to take any further actions to effect the exchange of their certificates because your broker will make the appropriate
adjustment to the number of shares held in your account following the Effective Date.
CERTIFICATES SHOULD NOT BE SENT TO US OR THE
TRANSFER AGENT BEFORE RECEIPT OF SUCH LETTER OF TRANSMITTAL FROM US.
Until a stockholder forwards a completed letter
of transmittal, together with certificates representing such stockholder's shares of pre-Reverse Stock Split Common Stock to the
transfer agent and receives in return a certificate representing shares of post-Reverse Stock Split Common Stock, such stockholder's
pre-Reverse Stock Split Common Stock shall be deemed equal to the number of whole shares of post- Reverse Stock Split Common Stock
to which such stockholder is entitled as a result of the Reverse Stock Split.
Certain Federal Income Tax Considerations
The following discussion describes certain
material federal income tax considerations relating to the Reverse Stock Split. This discussion is based upon the Internal Revenue
Code, existing and proposed regulations thereunder, legislative history, judicial decisions and current administrative rulings
and practices, all as amended and in effect on the date hereof. Any of these authorities could be repealed, overruled or modified
at any time. Any such change could be retroactive and, accordingly, could cause the tax consequences to vary substantially from
the consequences described herein. No ruling from the Internal Revenue Service (the "IRS") with respect to the matters
discussed herein has been requested, and there is no assurance that the IRS would agree with the conclusions set forth in this
discussion.
This discussion may not address certain federal
income tax consequences that may be relevant to particular stockholders in light of their personal circumstances or to stockholders
who may be subject to special treatment under the federal income tax laws. This discussion also does not address any tax consequences
under state, local or foreign laws.
STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX
ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL
OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
The Reverse Stock Split is intended to be a
tax-free recapitalization to the Company and its stockholders, except for those stockholders who receive a whole share of Common
Stock in lieu of a fractional share. Stockholders will not recognize any gain or loss for federal income tax purposes as a result
of the Reverse Stock Split, except for those stockholders receiving a whole share of Common Stock in lieu of a fractional share.
The Stockholder’s holding period for the shares of our Common Stock after the Reverse Stock Split will include the period
during which the Stockholder held the shares of our Common Stock surrendered in the Reverse Stock Split. The adjusted basis of
the shares of Common Stock after the Reverse Stock Split will be the same as the adjusted basis of the shares of Common Stock before
the Reverse Stock Split, excluding the basis of fractional shares.
A stockholder who receives a whole share of
Common Stock in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess of the fair market
value of such whole shares over the fair market value of the fractional share to which the stockholder was otherwise entitled.
Security
Ownership of
Certain
Beneficial Owners and Management
The following table sets forth certain information,
as of June 12, 2019, with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of
our Common Stock; (2) each of our directors, nominees for director and named executive officers; and (3) all directors and executive
officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares
set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Applicable
percentages are based upon 23,145,500 shares of Common Stock and 5,000,000 shares of Series A Preferred Stock outstanding as of
June 12, 2019. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the
address of 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240.
Title of Class
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Name and Address of
Beneficial Owner
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Amount and Nature of Beneficial Owner
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Percent of
Class
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Common Stock
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As a Group
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Officers and Directors (1 person)
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6,995,000
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30%
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As Individuals
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Gust Kepler
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6,995,000
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30%
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David Kyle
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2,500,000
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11%
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Eric Pharis
2 Lake Forest Court
Trophy Club, Texas 76262
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2,500,000
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11%
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Stephen Chiang
8 Kitchener Link
City Square Residences #21-14
Singapore 207226
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3,000,000
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13%
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Series A Preferred Stock
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As a Group
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Officers and Directors (1 person)
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5,000,000
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100%
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As Individuals
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Gust Kepler
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5,000,000
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100%
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Stockholders
Sharing the Same Last Name and Address
Some banks, brokers,
and other record holders may participate in the practice of “householding” information statements. This means
that, unless stockholders give contrary instructions, only one copy of this information statement may be sent to multiple
stockholders sharing an address. The Company will promptly deliver a separate copy of this document to any stockholder at a shared
address upon written or oral request by such stockholder at the following address or telephone number: Blackboxstocks Inc., 5430
LBJ Freeway, Suite 1485, Dallas, Texas 75240, Attn: Corporate Secretary, telephone (972) 726-9203. Any stockholder who wants to
receive a separate copy of this information statement in the future, or any stockholder who is receiving multiple copies and would
like to receive only one copy per household, should contact such stockholder’s bank, broker, or other record holder, or contact
the Company at the above address or telephone number.
ADDITIONAL INFORMATION
The Company files annual, quarterly and
current reports and other information with the SEC under the Exchange Act. You may obtain copies of this information by mail
from the Public Reference Room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain
information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
internet website that contains reports and other information about issuers that file electronically with the SEC. The address
of that website is www.sec.gov.
the
Consenting Stockholder who ownS shares representing
ALL OF OUR ISSUED AND OUTSTANDING SERIES A PREFERRED STOCK HAS CONSENTED
TO THE AMENDMENT EFFECTING THE REVERSE STOCK SPLIT. NO FURTHER VOTES OR PROXIES ARE NEEDED AND NONE ARE REQUESTED. THE BOARD IS
NOT REQUESTING A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND A PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Gust Kepler
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Gust Kepler
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President and Chief Executive Officer
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Dallas, Texas
June [__], 2019
APPENDIX A
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
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BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-45201
(775) 684-5708
Website:
www.nvsos.gov
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Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
Certificate of Amendment
to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and
78.390 - After Issuance of Stock)
1. Name of corporation:
Blackboxstocks Inc
.
2. The articles have been amended as
follows: (provide article numbers, if available)
Article III of the Articles of Incorporation is amended
by adding the following:
See Attachment A.
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:
506,995,000
4. Effective date and time of filing: (optional)
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Date:
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Time:
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(must not be later than 90 days after the certificate
is filed)
5. Signature: (required)
X
Signature of Officer
Attachment A to Certificate of Amendment to Articles of Incorporation
of Blackboxstocks Inc.
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As of the close of business on [___________][___],
2019 (4:01 p.m. Eastern Daylight Time) (the “Reverse Split Date”), each three (3) shares of Common Stock issued and
outstanding immediately prior to the Reverse Split Date (referred to in this paragraph as the “Old Common Stock”) automatically
and without any action on the part of the holder thereof will be reclassified and changed into one (1) share of new Common Stock,
par value $0.001 per share (referred to in this paragraph as the “New Common Stock”), subject to the treatment of fractional
share interests as described below. Each holder of a certificate or certificates that immediately prior to the Reverse Split Date
represented outstanding shares of Old Common Stock (the “Old Certificates”) will be entitled to receive, upon surrender
of such Old Certificates to the Company for cancellation, a certificate or certificates (the “New Certificates”, whether
one or more) representing the number of whole shares (rounded up to the nearest whole share) of the New Common Stock into which
and for which the shares of the Old Common Stock formerly represented by such Old Certificates so surrendered are reclassified
under the terms hereof. From and after the Reverse Split Date, Old Certificates shall represent only the right to receive New Certificates
pursuant to the provisions hereof. No certificates or scrip representing fractional share interests in New Common Stock will be
issued. In lieu of any such fractional shares of New Common Stock, each stockholder with a fractional share will be entitled to
receive, upon surrender of Old Certificates to the Company for cancellation, a New Certificate representing the number of shares
such stockholder would otherwise be entitled to rounded up to the next whole share. If more than one Old Certificates shall be
surrendered at one time for the account of the same stockholder, the number of full shares of New Common Stock for which New Certificates
shall be issued shall be computed on the basis of the aggregate number of shares represented by the Old Certificates so surrendered.
In the event that the Company determines that a holder of Old Certificates has not tendered all his, her or its certificates for
exchange, the Company shall carry forward any fractional shares until all certificates of that holder have been presented for exchange.
The Old Certificates surrendered for exchange shall be properly endorsed and otherwise in proper form for transfer. From and after
the Reverse Split Date, the amount of capital represented by the shares of the New Common Stock into which and for which the shares
of the Old Common Stock are reclassified under the terms hereof shall be an amount equal to the product of the number of issued
and outstanding shares of New Common Stock and the $0.001 par value of each such share.
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