Form 8-K - Current report

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): October 23, 2023

BLACKBOXSTOCKS INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41051		45-3598066
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5430 LBJ Freeway, Suite 1485, Dallas, Texas		75240
(Address of principal executive offices)		(Zip Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BLBX		The NASDAQ Capital Market

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 5.08 Shareholder Director Nominations.

The Board of Directors of Blackboxstocks Inc. (the “Company”) has fixed December 29, 2023, as the date for the 2023 Annual Meeting of the Stockholders (the “2023 Annual Meeting”), and the close of business on November 13, 2023, as the record date for determining stockholders entitled to receive notice of, and vote at, the 2023 Annual meeting. Time and location information for the 2023 Annual Meeting will be set forth in the Company’s proxy statement for the 2023 Annual meeting, which will be filed prior to the 2023 Annual Meeting with the Securities and Exchange Commission (“SEC”).

Deadlines for submission of nominations and shareholder proposals are set out below for clarity given that the 2023 Annual Meeting is expected to be held more than 30 days after the anniversary of the Company’s 2022 Annual Shareholders’ Meeting. Please refer to the Company’s Amended and Restated Bylaws (the “Bylaws”) for additional information. The Bylaws were filed as Exhibit 3.5 to the Company’s Current Report on Form 10-K filed with the SEC on April 14, 2023.

In accordance with the rules of the Securities and Exchange Commission (the “SEC”) and the Company’s Bylaws, any stockholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2023 Annual Meeting must be delivered to, or mailed to and received at, the Company’s principal executive offices located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240, Attention: Secretary, on or before the close of business on November 6, 2023, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials for the 2023 Annual Meeting. In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2023 Annual Meeting must also comply with all applicable rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended.

SIGNATURES

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.

Dated: October 26, 2023	Blackboxstocks Inc.

	By:	/s/ Gust Kepler
		Gust Kepler President and Chief Executive Officer

Document And Entity Information	Oct. 23, 2023
Document Information [Line Items]
Entity, Registrant Name	BLACKBOXSTOCKS INC.
Document, Type	8-K
Document, Period End Date	Oct. 23, 2023
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-41051
Entity, Tax Identification Number	45-3598066
Entity, Address, Address Line One	5430 LBJ Freeway, Suite 1485
Entity, Address, City or Town	Dallas
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	75240
City Area Code	972
Local Phone Number	726-9203
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BLBX
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001567900