Item 1.01 – Entry into a Material Definitive Agreement.

On July 17, 2019, Blackboxstocks, Inc. (the “Company”) issued an 8% Fixed Convertible Promissory Note (the “Vista Note”) to Vista Capital Investments, LLC for a total principal amount of $165,000, which included an original issue discount of 10% on the investment amount of $150,000. The Vista Note consideration was delivered and the Vista Note became effective on July 26, 2019. The Vista Note bears interest at a rate of 8% per annum and matures six months after the effective date (the “Maturity Date”). If the Company prepays the Vista Note within 90 days, the Company must pay a cash redemption premium of 110%; if such prepayment is made between the 91st day and the 180th day, then such redemption premium is 115%. In the event that an event of default occurs under the Vista Note, a mandatory default penalty of 15% of the outstanding principal shall be added to the principal of the Note and the note shall begin accruing additional interest, in addition to the 8% per annum, at a rate of 18% per annum. The holder of the Vista Note is also granted piggyback registration rights with respect to the shares of Common Stock issued upon conversion and a right of first refusal upon additional financing sought while the note remains outstanding.

Pursuant to the Vista Note, the holder may convert all or a portion of the outstanding principal into shares of Common Stock of the Company at a conversion price per share equal to $1.95 until the Maturity Date and thereafter at the lower of (i) $1.95 or (ii) 65% of the lowest closing bid price during the 15 prior trading days, provided, however, that (i) if the Common Stock is not deliverable by DWAC, the conversion price shall be reduced by 5%, and (ii) if the Company experiences a DTC “Chill” on its shares of Common Stock, the conversion price shall be reduced by 10% while such DTC “Chill” remains in effect, such that, if both (i) and (ii) occur, the conversion price shall be reduced by an additional 15%. At all times, the Company must have reserved the amount of shares of Common Stock equal to at least five times the number of shares of Common Stock issuable upon conversion of the Vista Note.

On July 26, 2019, the Company and Harbor Gates Capital, LLC entered into a First Amendment to 8% Fixed Convertible Promissory Note (the “HGC Note”) for the sole purpose of amending the conversion price per share to $1.95 until the maturity date of the HGC Note and thereafter at the lower of (i) $1.95 or (ii) 65% of the lowest closing bid price during the 15 prior trading days.