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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended

September 30, 2024

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from

 

to

 

 

Commission File No.

001-41051

 

BLACKBOXSTOCKS INC.

(Exact name of registrant as specified in its charter)

 

Nevada

45-3598066

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

5430 LBJ Freeway, Suite 1485, Dallas, Texas

75240

(Address of principal executive offices)

(Zip Code)

 

(972) 726-9203

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year if changed since last report)

 

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 Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer ☐

   

Non-accelerated filer ☒

Smaller reporting company 

 

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.   

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

 

The number of shares outstanding of the registrant’s Common Stock as of November 12, 2024 was 3,528,028.

 

 

 

TABLE OF CONTENTS

 

   

Page

INTRODUCTORY COMMENT

1

CAUTION REGARDING FORWARD LOOKING STATEMENTS

1

   

PART I FINANCIAL INFORMATION

2

Item 1.

Condensed Consolidated Financial Statements

2

 

Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (Unaudited)

2

 

Condensed Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2024 and 2023 (Unaudited)

3

 

Condensed Consolidated Statement of Stockholders Equity for the Nine months Ended September 30, 2024 and 2023 (Unaudited)

4

 

Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2024 and 2023 (Unaudited)

5

 

Notes to Condensed Consolidated Financial Statements

6

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

16

Item 4.

Controls and Procedures

16

     

PART II  OTHER INFORMATION

17

Item 1.

Legal Proceedings

17

Item 1A.

Risk Factors

17

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3.

Defaults Upon Senior Securities

18

Item 4.

Mine Safety Disclosures

18

Item 5.

Other Information

18

Item 6.

Exhibits

18

     

SIGNATURES

18

 

 

 

INTRODUCTORY COMMENT

 

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “Blackboxstocks,” or the “Company” refers to Blackboxstocks Inc., a Nevada corporation.

 

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

 

Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q (the “Report”), we make forward-looking statements that involve substantial uncertainties and risks. When used in this Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends which may affect our future plans of operations, business strategy, operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties described herein and actual results may differ materially from those included within the forward-looking statements. Additional factors are described in our other public reports and filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.

 

This Report contains certain estimates and plans related to us and the industry in which we operate, which assume certain events, trends and activities will occur and the projected information based on those assumptions. We do not know that all of our assumptions are accurate. If our assumptions are wrong about any events, trends and activities, then our estimates for future growth for our business may also be wrong. There can be no assurance that any of our estimates as to our business growth will be achieved.

 

The following discussion and analysis should be read in conjunction with our financial statements and the notes associated with them contained elsewhere in this Report. This discussion should not be construed to imply that the results discussed in this Report will necessarily continue into the future or that any conclusion reached in this Report will necessarily be indicative of actual operating results in the future. The discussion represents only the best assessment of management.

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

 

Blackboxstocks Inc.

Condensed Consolidated Balance Sheets

As of September 30, 2024 and December 31, 2023

(Unaudited)

 

   

September 30,

   

December 31,

 
   

2024

   

2023

 
                 

Assets

 

Current assets:

               

Cash

  $ 60,921     $ 472,697  

Accounts receivable, net of allowance for doubtful accounts of $-0- and $68,589 at September 30, 2024 and December 31, 2023, respectively

    3,799       18,212  

Inventory

    3,464       3,464  

Marketable securities

    -       2,955  

Other receivable

    -       475,000  

Note receivable

    1,100,000       -  

Prepaid expenses and other current assets

    51,248       35,161  

Total current assets

    1,219,432       1,007,489  
                 

Property and equipment:

               

Property and equipment, net

    8,394       52,281  

Right of use lease

    303,397       344,370  

Total property and equipment

    311,791       396,651  
                 

Investments

    8,424,000       8,424,000  
                 

Total assets

  $ 9,955,223     $ 9,828,140  
                 

Liabilities and Stockholders' Equity

 
                 

Current liabilities:

               

Accounts payable

  $ 1,378,668     $ 842,404  

Accrued interest

    1,613       1,613  

Unearned subscriptions

    739,054       1,295,514  

Lease liability right of use, current

    63,281       64,818  

Note payable, current portion

    17,874       28,064  

Merchant cash advance

    190,264       -  

Other liabilities

    1,043,000       -  

Total current liabilities

    3,433,754       2,232,413  
                 

Long term liabilities:

               

Note payable

    -       11,550  

Lease liability right of use, long term

    246,127       287,417  

Total long term liabilities

    246,127       298,967  
                 

Commitments and contingencies

           
                 

Stockholders' equity

               

Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

    -       -  

Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 3,269,998 issued and outstanding at September 30, 2024 and December 31, 2023, respectively

    3,270       3,270  

Series B Convertible Preferred Stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

    -       -  

Common stock, $0.001 par value, 100,000,000 shares authorized: 3,528,028 and 3,223,015 issued and outstanding at September 30, 2024 and December 31, 2023, respectively

    3,528       3,223  

Treasury stock

    -       (27,650 )

Additional paid in capital

    28,275,922       26,802,808  

Accumulated deficit

    (22,007,378 )     (19,484,891 )

Total stockholders' equity

    6,275,342       7,296,760  
                 

Total liabilities and stockholders' equity

  $ 9,955,223     $ 9,828,140  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

Blackboxstocks Inc.

Condensed Consolidated Statements of Operations

For the Three Months and Nine months Ended September 30, 2024 and 2023

(Unaudited)

 

   

For the three months ended

   

For the nine months ended

 
   

September 30,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenue:

                               

Subscriptions

  $ 646,792     $ 727,218     $ 1,979,514     $ 2,316,856  

Other revenues

    1,050       1,250       2,460       8,014  

Total revenues

    647,842       728,468       1,981,974       2,324,870  
                                 

Cost of revenues

    293,426       327,928       1,007,401       1,202,534  
                                 

Gross margin

    354,416       400,540       974,573       1,122,336  
                                 

Operating expenses:

                               

Software development costs

    101,873       173,665       310,918       755,959  

Selling, general and administrative

    891,282       957,372       2,735,480       4,085,384  

Advertising and marketing

    92,891       127,632       337,277       496,028  

Loss on disposition of fixed assets

    -       -       29,940       -  

Depreciation and amortization

    2,536       11,100       13,947       32,297  

Total operating expenses

    1,088,582       1,269,769       3,427,562       5,369,668  
                                 

Operating loss

    (734,166 )     (869,229 )     (2,452,989 )     (4,247,332 )
                                 

Other (income) expense:

                               

Interest expense

    58       210       225       522  

Financing costs

    46,509       -       69,621       -  

Investment (income) loss

    -       (8,934 )     (348 )     (62,487 )

Other income

    -       (188,760 )             (188,760 )

Total other (income) expense

    46,667       (197,484 )     69,498       (250,725 )
                                 

Loss before income taxes

    (780,833 )     (671,745 )     (2,522,487 )     (3,996,607 )
                                 

Income Taxes

    -       -       -       -  
                                 

Net loss

    (780,833 )     (671,745 )     (2,522,487 )     (3,996,607 )
                                 
Weighted average number of common shares outstanding – basic and diluted     3,517,838       3,196,230       3,323,806       3,222,361  
                                 
Net loss per share – basic and diluted   $ (0.22 )   $ (0.21 )   $ (0.76 )   $ (1.24 )

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

Blackboxstocks Inc.

Condensed Consolidated Statement of Stockholders’ Equity

For the Nine months Ended September 30, 2024 and 2023

(Unaudited)

 

   

Preferred Stock

   

Series A
Preferred Stock

   

Series B
Preferred Stock

   

Common Stock

   

Common

Stock

   

Treasury

   

Additional

Paid in

   

Accumulated

         
   

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

   

Payable

   

Stock

   

Capital

   

Deficit

   

Total

 
                                                                                                         

Balances, December 31, 2022

    -     $ -       3,269,998     $ 3,270       -     $ -       3,298,033     $ 3,298     $ 23,340     $ (1,102,375 )   $ 18,070,556     $ (14,820,436 )   $ 2,177,653  
                                                                                                         

Purchase of treasury stock

    -       -       -       -       -       -       -       -       -       (79,100 )     -       -       (79,100 )
                                                                                                         

Retirement of treasury stock

    -       -       -       -       -       -       (454,441 )     (454 )     -       1,181,475       (1,181,021 )     -       -  
                                                                                                         

Issuance of warrants for compensation

    -       -       -       -       -       -       -       -       -       -       31,880       -       31,880  
                                                                                                         

Issuance of options for compensation

    -       -       -       -       -       -       -       -       -       -       61,464       -       61,464  
                                                                                                         

Issuance of stock for compensation

    -       -       -       -       -       -       282,501       282       19,380       -       655,120       -       674,782  
                                                                                                         

Net loss

    -       -       -       -       -       -       -       -       -       -       -       (1,900,368 )     (1,900,368 )
                                                                                                         

Balances, March 31, 2023

    -     $ -       3,269,998     $ 3,270       -     $ -       3,126,093     $ 3,126     $ 42,720     $ -     $ 17,637,999     $ (16,720,804 )   $ 966,311  
                                                                                                         

Issuance of stock for fractional shares resulting from reverse split

    -       -       -       -       -       -       8,838       9       -       -       (9 )     -       -  
                                                                                                         

Purchase of treasury stock

    -       -       -       -       -       -       -       -       -       (15,291 )     -       -       (15,291 )
                                                                                                         

Issuance of warrants for compensation

    -       -       -       -       -       -       -       -       -       -       31,880       -       31,880  
                                                                                                         

Issuance of options for compensation

    -       -       -       -       -       -       -       -       -       -       245,810       -       245,810  
                                                                                                         

Issuance of stock for compensation

    -       -       -       -       -       -       49,754       50       (42,720 )     -       182,865       -       140,195  
                                                                                                         

Issuance of stock for investment

    -       -       -       -       2,400,000       2,400       -       -       -       -       8,421,600       -       8,424,000  
                                                                                                         

Net loss

    -       -       -       -       -       -       -       -       -       -       -       (1,424,494 )     (1,424,494 )
                                                                                                         

Balances, June 30, 2023

    -     $ -       3,269,998     $ 3,270       2,400,000     $ 2,400       3,184,685     $ 3,185     $ -     $ (15,291 )   $ 26,520,145     $ (18,145,298 )   $ 8,368,411  
                                                                                                         

Issuance of warrants for compensation

    -       -       -       -       -       -       -       -       -       -       31,880       -       31,880  
                                                                                                         

Issuance of options for compensation

    -       -       -       -       -       -       -       -       -       -       69,270       -       69,270  
                                                                                                         

Issuance of stock for compensation

    -       -       -       -       -       -       13,236       13       -       -       55,180       -       55,193  
                                                                                                         

Net loss

    -       -       -       -       -       -       -       -       -       -       -       (671,745 )     (671,745 )
                                                                                                         

Balances, September 30, 2023

    -     $ -       3,269,998     $ 3,270       2,400,000     $ 2,400       3,197,921     $ 3,198     $ -     $ (15,291 )   $ 26,676,475     $ (18,817,043 )   $ 7,853,009  
                                                                                                         

Balances, December 31, 2023

    -     $ -       3,269,998     $ 3,270       -     $ -       3,223,015     $ 3,223     $ -     $ (27,650 )   $ 26,802,808     $ (19,484,891 )   $ 7,296,760  
                                                                                                         

Issuance of warrants for compensation

    -       -       -       -       -       -       -       -       -       -       31,880       -       31,880  
                                                                                                         

Issuance of options for compensation

    -       -       -       -       -       -       -       -       -       -       65,286       -       65,286  
                                                                                                         

Issuance of stock for compensation

    -       -       -       -       -       -       3,120       3       -       -       17,497       -       17,500  
                                                                                                         

Net loss

    -       -       -       -       -       -       -       -       -       -       -       (863,711 )     (863,711 )
                                                                                                         

Balances, March 31, 2024

    -     $ -       3,269,998     $ 3,270       -     $ -       3,226,135     $ 3,226     $ -     $ (27,650 )   $ 26,917,471     $ (20,348,602 )   $ 6,547,715  
                                                                                                         

Issuance of warrants for compensation

    -       -       -       -       -       -       -       -       -       -       31,880       -       31,880  
                                                                                                         

Issuance of options for compensation

    -       -       -       -       -       -       -       -       -       -       65,286       -       65,286  
                                                                                                         

Issuance of stock for compensation

    -       -       -       -       -       -       -       -       -       -       7,500       -       7,500  
                                                                                                         

Retirement of treasury stock

    -       -       -       -       -       -       (10,607 )     (11 )     -       27,650       (27,639 )     -       -  
                                                                                                         

Net loss

    -       -       -       -       -       -       -       -       -       -       -       (877,943 )     (877,943 )
                                                                                                         

Balances, June 30, 2024

    -     $ -       3,269,998     $ 3,270       -     $ -       3,215,528     $ 3,215     $ -     $ -     $ 26,994,498     $ (21,226,545 )   $ 5,774,438  
                                                                                                         

Issuance of warrants for compensation

    -       -       -       -       -       -       -       -       -       -       21,256       -       21,256  
                                                                                                         

Issuance of options for compensation

    -       -       -       -       -       -       -       -       -       -       52,981       -       52,981  
                                                                                                         

Issuance of stock for compensation

    -       -       -       -       -       -       -       -       -       -       7,500       -       7,500  
                                                                                                         

Issuance of stock for cash

    -       -       -       -       -       -       312,500       313       -       -       1,199,687       -       1,200,000  
                                                                                                         

Net loss

    -       -       -       -       -       -       -       -       -       -       -       (780,833 )     (780,833 )
                                                                                                         

Balances, September 30, 2024

    -     $ -       3,269,998     $ 3,270       -     $ -       3,528,028     $ 3,528     $ -     $ -     $ 28,275,922     $ (22,007,378 )   $ 6,275,342  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

Blackboxstocks Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine months Ended September 30, 2024 and 2023

(Unaudited)

 

   

For the nine months ended

 
   

September 30,

 
   

2024

   

2023

 

Cash flows from operating activities:

               

Net loss

  $ (2,522,487 )   $ (3,996,607 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Depreciation and amortization expense

    13,947       32,297  

Financing costs

    69,621       -  

Stock based compensation

    301,069       1,330,104  

Loss on disposition of assets

    29,940       -  

Right of use lease

    (1,854 )     -  

Investment (income) loss

    (348 )     (62,487 )

Changes in operating assets and liabilities:

               

Accounts receivable

    14,413       (22,485 )

Other receivable

    475,000       -  

Inventory

    -       12,000  

Prepaid expenses and other current assets

    (16,087 )     (148,373 )

Accounts payable

    468,893       107,238  

Other liabilities

    1,043,000       -  

Unearned subscriptions

    (556,460 )     (451,049 )

Net cash used in operating activities

    (681,353 )     (3,199,362 )
                 

Cash flows from investing activities:

               

Purchase of property and equipment

    -       (2,605 )

Purchase of marketable securities

    (9,273 )     (6,418,134 )

Sale of marketable securities

    12,576       9,694,625  

Issuance of note receivable

    (1,100,000 )     -  

Net cash (used in) provided by investing activities

    (1,096,697 )     3,273,886  
                 

Cash flows from financing activities:

               

Proceeds from issuance of common stock

    1,200,000       -  

Proceeds from merchant cash advance

    297,750       -  

Principal payments on notes payable

    (21,740 )     (21,523 )

Payments on merchant cash advance

    (109,736 )     -  

Purchase of treasury stock

    -       (15,291 )

Net cash provided by (used in) financing activities

    1,366,274       (36,814 )
                 

Net increase (decrease) in cash

  $ (411,776 )   $ 37,710  

Cash - beginning of period

    472,697       425,578  

Cash - end of period

  $ 60,921     $ 463,288  
                 

Supplemental disclosures:

               

Interest paid

  $ 224     $ 441  

Income taxes paid

  $ -     $ -  
                 

Non-cash investing and financing activities:

               

Retirement of treasury stock

  $ 27,650     $ 1,181,475  

Treasury stock purchased from related party with other assets

  $ -     $ 79,100  

Issuance of stock for investment

  $ -     $ 8,424,000  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

Blackboxstocks Inc.

Notes to Condensed Consolidated Financial Statements

 

 

 

1. Organization

 

Blackboxstocks Inc. (the “Company”) was incorporated on October 4, 2011, under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court for the Northern District of Texas for reorganization under Chapter 11 of the United States Bankruptcy Code.

 

The Company changed its name to Blackboxstocks, Inc. and began operating as a financial technology and social media platform in March 2016. The platform offers real-time proprietary analytics and news for stock and options traders of all levels. The Company believes its 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. The software continuously scans the NASDAQ, New York Stock Exchange, CBOE, and other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. The Company also provides users with a fully interactive social media platform that is integrated into our dashboard, enabling users to exchange information and ideas quickly and efficiently through a common network. Recently, the Company also introduced a live audio/video feature that allows members to broadcast on their own channels to share trade strategies and market insight within the community. The platform was initially made available to subscribers in September 2016. Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through the Company website at http://blackboxstocks.com.

 

On April 1, 2024, the Company formed Blackbox.io Inc., a Delaware corporation, and on April 18, 2024, the Company and Blackbox.io Inc entered into a contribution agreement (the “Contribution Agreement”) pursuant to which the Company transferred certain specified business assets (the “Contributed Assets”) to Blackbox.io Inc. In consideration for the Contributed Assets, Blackbox.io Inc issued to the Company 3,226,145 shares of common stock, par value $0.001 per share and 3,369,998 shares of Series A convertible preferred stock, $0.001 par value per share, of Blackbox.io Inc, free and clear of all liens (the “Blackbox.io Operating Equity”), and assumed certain specified liabilities of the business of the Company (the “Assumed Liabilities”).

 

Simultaneously with the execution of the Contribution Agreement, the Company delivered fully executed documents of conveyance to effect the contribution of the Contributed Assets and the assignment of the Assumed Liabilities to Blackbox.io Inc, including (i) a bill of sale, (ii) an assignment and assumption agreement and (iii) an intellectual property assignment and Blackbox.io Inc delivered certificates and notices of issuance of stock transferable on the books of Blackbox.io Inc evidencing the issuance of the Blackbox.io Operating Equity.

 

As a result of the Contribution Agreement, Blackbox.io Inc. is a wholly-owned corporate subsidiary of the Company that now holds the Company’s legacy assets and continues its legacy business operations.

 

The Company is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BLBX”.

 

 

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and footnotes of Blackboxstocks Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

The accompanying condensed consolidated financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. For the year ended December 31, 2023, the Company incurred an operating loss of $5,297,671 and a net loss of $4,664,455. In addition, for the nine months ended September 30, 2024, the Company incurred an operating loss of $2,452,989 and a net loss of $2,522,487. Cash flows used in operations totaled $3,166,067 for the year ended December 31, 2023, and $681,353 for the nine months ended September 30, 2024. The Company had cash of $60,921 as of September 30, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has executed a share exchange agreement with Evtec Aluminium Limited (“Evtec Aluminium”), whereby the Company expects to acquire all of the issued and outstanding share capital of Evtec Aluminium with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). The Exchange will be accounted for as a reverse acquisition with Evtec Aluminium being the accounting acquiror. The Company believes that the Exchange with Evtec Aluminium will attract additional capital investment as Evtec Aluminium is substantially larger than Blackbox and has a strong acquisition pipeline. Management has also implemented a number of initiatives aimed at improving operating cash flow including, new product development, revised marketing strategies and expense reductions. In addition, the Company has historically been able to raise debt or equity financing to meet its capital needs and is also evaluating strategic alternatives with respect to possible mergers or acquisitions. There can be no assurance that the Company’s operational changes will impact its cash flow or if it will be able to raise additional capital or on what terms or if it will be able to execute the planned Exchange with Evtec Aluminium.

 

The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

 

Principles of Consolidation. The condensed consolidated financial statements include the accounts of Blackboxstocks Inc and its wholly owned subsidiary Blackbox.io Inc., a Delaware corporation. All intercompany transactions and account balances between the Company and its subsidiary have been eliminated in consolidation. Transactions with its consolidated subsidiary are generally settled in cash.

 

 

Use of Estimates. The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP. Actual results could differ from those estimates.

 

Segments. The Company operates as a single segment.

 

Cash. Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of three months or less.

 

Investments in Marketable Securities. The Company has invested in marketable securities which primarily consist of investments in mutual funds that hold commercial and government debt securities. These investments are recorded at fair value based on quoted prices at the end of the Company’s reporting period. Any realized or unrealized gains or losses are recognized in the accompanying statements of operations.

 

Recently Issued Accounting Pronouncements. 

Recently Issued Accounting Pronouncements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

 

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclosure significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter. Adoption is not expected to have any impact on the Company’s disclosures.

 

Earnings or (Loss) Per Share. Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period. Therefore, because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for periods of loss.

 

The Company had total potential additional dilutive securities outstanding at September 30, 2024, as follows.

 

Series A Convertible Preferred Shares

    3,269,998  

Conversion rate

    0.2  

Common shares after conversion

    654,000  

Option shares

    200,875  

Warrant shares

    93,238  

 

Revenue Recognition. The Company operates under a software as a service (SaaS) model whereby we sell monthly and annual subscriptions allowing subscribers access to our platform. We recognize revenue over the subscription period (either monthly or annual) and record cash received but not yet earned as deferred revenue on our balance sheet.

 

Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations. Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment.

 

 

 

3. Investments

 

Investments

 

Evtec Group Limited (“Evtec Group”) operates through a single subsidiary, Evtec Automotive Limited, as a supplier of critical automotive parts to the automobile manufacturing industry. Evtec Group is based in the UK and provides complete assemblies to auto manufacturers, simplifying sourcing, saving time on procurement, and increasing production efficiency. Their pick and pack service supplies aftermarket automotive products, as well as offering kitting and fulfilment for non-automotive businesses. Their business focuses on premium luxury brands and a market transition to electric vehicles and includes Jaguar Land Rover Group as their largest customer.

 

On June 9, 2023, the Company entered into a Securities Exchange Agreement (the Securities Exchange Agreement”) with Evtec Group whereby the Company issued 2,400,000 shares of Series B Convertible Preferred Stock (the “Series B Stock”) (Note 4) in exchange for 4,086 preferred shares of Evtec Group. Upon conversion of the Series B Stock, the 2,400,000 shares would represent approximately 43% of the total common shares outstanding. The Evtec Group preferred shares were convertible into common shares of Evtec Group on a one-for-one basis upon a change in control or the listing of Evtec Group on Nasdaq or the London Stock Exchange. The preferred shares of Evtec Group were converted into common shares representing approximately 13% of Evtec Group.

 

The Company’s initial investment in Evtec Group was measured at $8,424,000 in accordance with ASC 820-10-30. The value of the Series B Stock issued by the Company was set by the closing price of its common stock on the day prior to closing of $3.51 as reported by Nasdaq. As a result, the 2,400,000 Series B Stock shares were valued at $8,424,000 which was determined to be the cost of the investment recorded pursuant to ASC 321-10-35. The investment was reviewed for impairment as of September 30, 2024.

 

On November 24, 2023, the Company entered into a Binding Amendment to Amended Letter of Intent (the “LOI Amendment”) with Evtec Group, Evtec Automotive Limited, and Evtec Aluminium (collectively the “Evtec Companies), which amended a non-binding Amended Letter of Intent (the “LOI”) dated April 14, 2023. Pursuant to the LOI Amendment, the Company has agreed to continue to negotiate in good faith to consummate a proposed acquisition of the Evtec Companies contemplated by the LOI (the “Proposed Transaction”), subject to the terms of the LOI Amendment.

 

As a condition to the Company’s continued good faith negotiations regarding the Proposed Transaction, the Evtec Companies agreed to (i) pay the Company aggregate extension fees totaling $400,000 which were guaranteed by a credit worthy affiliate of the Evtec Companies, (ii) provide extension loans of up to $400,000 to the Company if the Proposed Transaction has not closed on or before April 1, 2024, (iii) pay the Company amounts in cash equal to any documented legal fees and third-party expenses incurred or payable by the Company in connection with the Proposed Transaction up to $175,000, including any such expenses incurred prior to the date of the LOI Amendment, (iv) forfeit and return the 2,400,000 shares of the Series B Stock acquired by Evtec Group under the terms of the Securities Exchange Agreement, and (v) permit the Company to convert each of the 4,086 preferred shares of Evtec Group issued to the Company pursuant to the Securities Exchange Agreement into one ordinary share of Evtec Group.

 

As a result of the transaction not closing, Evtec Aluminium has provided $1,043,000 of financial support to the Company that has been classified as other liabilities as of September 30, 2024. 

 

As provided for in the LOI Amendment, Evtec Group entered into a Forfeiture Agreement with the Company dated November 28, 2023 pursuant to which Evtec Group forfeited all of its right, title and interest in and to the 2,400,000 shares of Series B Stock acquired by Evtec Group pursuant to the Securities Exchange Agreement in order to further induce the Company to continue to negotiate in good faith to consummate the Proposed Transaction. Pursuant to the Forfeiture Agreement, the Company has no obligation to make any payment to Evtec Group, in cash or otherwise, for any such Series B Stock that are so forfeited. The shares of Series B Stock forfeited by Evtec Group were cancelled as of the date of the Forfeiture Agreement. In addition, Evtec Group converted the Evtec Group preferred shares held by the Company into 4,086 ordinary shares.

 

On December 12, 2023, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement") with Evtec Aluminium, and the shareholders of Evtec Aluminium (“Sellers”). Upon the terms and subject to the satisfaction of the conditions described in the Share Exchange Agreement, the Company is expected to acquire all of the issued and outstanding Evtec Aluminium Ordinary Shares, with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). At the closing of the Exchange (the “Closing”), the Sellers will receive shares of common stock of the Company, $0.001 par value, in exchange for capital shares of Evtec Aluminium based on the exchange ratio formula in the Share Exchange Agreement (the “Exchange Ratio”), which is subject to adjustment in the event Evtec Aluminium raises capital before Closing in excess of $5,000,000. Immediately following Closing, based upon the Exchange Ratio, the Sellers are expected to collectively own 70.4% of the aggregate common stock of the Company. 

 

On July 1, 2024, the Company entered into a Convertible Loan Agreement with Evtec Aluminium pursuant to which the Company loaned Evtec Aluminum $1,150,000 (the “Evtec Loan”). The Evtec Loan is unsecured, bears interest at 12% per annum and has a maturity date of one year from the date of issuance. The Evtec Loan is convertible into Evtec Aluminum ordinary shares at the rate of $1,197.92 per share at any time at the option of Blackboxstocks and converts automatically upon the closing of the Share Exchange Agreement (as defined below). If converted, the Evtec Loan converts into approximately 3.2% of the outstanding ordinary shares of Evtec Aluminum inferring a post money valuation of approximately $48,136,000.

 

On July 3, 2024, the Company and Evtec entered into a First Amendment to Share Exchange Agreement (the “Amendment”) in order to reflect the effects of a Stock Purchase Agreement transaction consummated July 1, 2024 (Note 4) and the proposed issuance of Evtec warrants in connection with its pre-closing financing efforts. Specifically, the Amendment provides:

 

 

That the Company will issue replacement warrants to holders of any outstanding warrants to acquire Evtec Aluminium ordinary shares which will permit holders to acquire shares of the Company’s Common Stock on substantially the same terms after adjusting the number of shares issuable and exercise price based upon the Exchange value of Evtec Aluminium ordinary shares and the Exchange Ratio. Evtec Aluminium’s issuance of warrants is subject to approval by the Company in its reasonable discretion.

 

 

The definition of “Exchange Ratio” was changed to mean initially 294.17 shares of the Company’s Common Stock for each Evtec Aluminum share, which is subject to further adjustment, so that the consideration shares issuable to Evtec Sellers would equal 70.6% of the total outstanding shares of the Company post-Closing

 

 

On May 13, 2024, the Company filed a Registration Statement on Form S-4 including an information statement/prospectus and a notice of action taken by written consent pursuant to section 14(C) of the Securities Exchange Act of 1934 as required under the terms of the Securities Exchange Agreement with Evtec Aluminium. The registration statement is subject to review and approval by the Securities and Exchange Commission and has not yet been declared effective.

 

 

4. Stockholders Equity

 

The Company has authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $0.001 par value, 2,400,000 of which are designated as “Series B Convertible Preferred Stock” at $0.001 par value, and 100,000,000 authorized shares of common stock at $0.001 par value (“Common Stock”).

 

Shares of Series A Convertible Preferred Stock (the “Series A Stock”) rank pari passu with the Company’s Common Stock with respect to dividend and liquidation rights. Additionally, each share entitles the holder to 100 votes on matters submitted to Company stockholders. There are 3,269,998 shares of Series A Stock outstanding which are all held by Gust Kepler, the Company’s Chairman and Chief Executive Officer (“Mr. Kepler”). The Company and Mr. Kepler entered into Conversion Rights Agreement dated effective as of October 14, 2021, limiting the rights of the holder(s) of our outstanding shares of Series A Stock to convert such shares into Common Stock on a one-for-one basis as provided in the certificate of designation (the "Designation Conversion Rights"). Pursuant to the terms of the Conversion Rights Agreement, the Designation Conversion Rights are limited and exercisable based upon the Company reaching the following market capitalization ("Market Capitalization") thresholds, measured on the last day of each calendar quarter:

 

 

If the Company’s Market Capitalization is less than $150,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 5-for-1 share basis;

 

If the Company’s Market Capitalization is equal to or greater than $150,000,000 but less than $200,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 3.3-for-1 share basis;

 

If the Company’s Market Capitalization is equal to or greater than $200,000,000 but less than $250,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 2.5-for-1 share basis;

 

If the Company’s Market Capitalization is equal to or greater than $250,000,000 but less than $350,000,000 the outstanding Series A Stock will be convertible into Common Stock on a 1.75-for-1 share basis;

 

If the Company’s Market Capitalization is equal to or greater than $350,000,000 the outstanding Series A Stock will thereafter convertible into Common Stock pursuant to the Designation Conversion Rights (on a 1-for-1 share basis).

 

The Conversion Rights Agreement terminates when the last share of Series A Stock is either converted or the largest Market Capitalization Threshold is met.

 

The Series B Stock has no dividend rights and no voting rights except as required by law or the Company’s bylaws. The Series B Stock is convertible into common shares on a one-for-one basis. Prior to the stockholder approval, the Series B Stock is not convertible into more than 19.9% of the Company’s outstanding common stock. All previously outstanding shares of Series B Stock were forfeited in December 2023.

 

On July 1, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which the Company sold 312,500 shares of its common stock, par value $0.001 (“Common Stock”), at a price per share of $4.00 for gross proceeds of $1,250,000. Gust Kepler, a director, our President and Chief Executive Officer, purchased $100,000 of the Common Stock under the terms of the Stock Purchase Agreement. Quadrofoglio Holdings LLC, a Florida limited liability company, purchased the remaining $1,150,000 of Common Stock. The Stock Purchase Agreement contains standard representations and warranties from the Company and the purchasers. 

 

 

 

5. Warrants to Purchase Common Stock

 

The following table presents the Company’s warrants as of September 30, 2024:

 

   

Number of

Shares

   

Weighted

Average

Exercise Price

   

Weighted

Average

Remaining Life

(in

years)

 

Warrants as of December 31, 2023

    109,584     $ 13.25       3.53  

Issued

    -     $ -       -  

Forfeited

    (16,346 )   $ 7.80       -  

Exercised

    -     $ -       -  

Warrants as of September 30, 2024

    93,238     $ 14.20       3.33  

 

At September 30, 2024, all warrants were vested.

 

 

 

6. Incentive Stock Plan

 

On August 4, 2021, our Board of Directors created and our stockholders approved the 2021 Blackboxstocks Inc. Incentive Stock Plan (the “2021 Plan”) which became effective August 31, 2021. Effective October 7, 2022, the Company’s Stockholders approved an amendment and restatement of the 2021 Plan to increase the numbers of issuable shares from 187,500 to 312,500. On February 6, 2023 the Company’s stockholders approved a subsequent amendment and restatement of the 2021 Plan to increase the number of shares available for issuance from 312,500 to 612,500 shares. The 2021 Plan allows the Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors.

 

The following table presents the Company’s options as of September 30, 2024:

 

Options as of December 31, 2023

    215,625     $ 8.97       8.37  

Issued

    -     $ -       -  

Forfeited

    (14,750 )   $ 6.23       8.83  

Exercised

    -     $ -       -  

Options as of September 30, 2024

    200,875     $ 9.17       7.58  

 

At September 30, 2024, options to purchase 198,877 shares were vested and options to purchase 1,998 shares remained unvested. The Company expects to incur expenses for the unvested options totaling $15,276 as they vest.

 

 

 

7. Related Party Transactions

 

On March 16, 2023, the Company purchased 282,501 shares of Common Stock from Mr. Kepler at a price of $0.28 per share. The purchase of these shares was done in order to reduce Mr. Kepler’s cash bonus for 2022. The shares acquired from Mr. Kepler were subsequently retired and added back to authorized but unissued shares. As noted in Note 4, on July 1, 2024 Mr. Kepler purchased 25,000 shares of common stock at a price of $4.00 per share pursuant to the Stock Purchase Agreement.

 

 

 

8. Debt

 

Note Payable

 

On May 1, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), the Company received a loan of $130,200. The loan carries an interest rate of 1% and an initial maturity of May 1, 2022. During August 2021, the Company received partial loan forgiveness from the SBA reducing the principal balance of the note to $96,795. During December 2021, the terms of the note were amended to carry an interest rate of 1% and mature on May 4, 2025. As of September 30, 2024, the unpaid balance of the note totaled $17,874.

 

Merchant Cash Advance

 

On May 28, 2024, the Company entered into a merchant cash advance agreement with proceeds totaling $198,500 and total future receivables purchased totaling $272,000. On September 27, 2024, the Company entered into a merchant cash advance agreement with proceeds totaling $99,250 and total future receivables purchased totaling $136,000. The merchant cash advances are to be repaid through 28 weekly payments of $9,714 and $4,857, respectively. The finance expense for the advances have been calculated using the effective interest rate method. As of September 30, 2024, the unpaid balance of the merchant cash advances totaled $190,264.

 

 

 

9. Commitments and Contingencies

 

The Company leases approximately 2,685 square feet of office space in Dallas Texas pursuant to an office lease with Teachers Insurance and Annuity Association of America that expires on September 30, 2028. During the period ended September 30, 2024, the Company’s related rent expenses totaled approximately $70,000.

 

The table below shows the future lease payment obligations:

 

Year Ending December 31,

 

Amount

 

2024

  $ 22,655  

2025

    91,122  

2026

    93,136  

2027

    95,150  

2028

    72,495  

Total remaining lease payments

  $ 374,558  

Less: imputed interest

    (65,149 )

Present Value of remaining lease payments

  $ 309,409  
         

Current

  $ 63,281  

Noncurrent

  $ 246,127  
         

Weighted-average remaining lease term (years)

    3.25  

Weighted-average discount rate

    10.00 %

 

The Company is named as a defendant in a lawsuit filed by Feenix Payment Systems, LLC before the New York State Supreme Court, County of New York on June 20, 2023. The plaintiff seeks damages in the amount of $500,000 from an alleged breach of an exclusivity agreement between the plaintiff and the Company. The Company denies any liability for the alleged breach and intends to defend the matter vigorously. The Company has asserted a counterclaim alleging the plaintiff failed to pay the Company a finder’s fee. In addition, the Company is party to threatened or actual litigation occurring in the normal course of business but does not believe that the outcome of these matters could have a material effect on the Company’s financial statements.

 

 

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

We urge you to read the following discussion in conjunction with management’s discussion and analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as with our financial statements and the notes thereto included elsewhere herein. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section titled “Risk Factors” and elsewhere in this Report.

 

Overview

 

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 (the “Blackbox System”) 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. We continuously scan the New York Stock Exchange (“NYSE”), NASDAQ, Chicago Board Options Exchange (the “CBOE”) and other options markets, analyzing over 10,000 stocks and over 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 have also introduced a live audio/video feature that allows our members to broadcast on their own channels to share trading strategies and market insight within the Blackbox community. We employ a subscription based Software as a Service (“SaaS”) business model and maintain a base of users that spans over 40 countries.

 

We believe the Blackbox System is a unique and disruptive financial technology platform combining proprietary analytics and broadcast enabled social media to connect traders of all types worldwide on an intuitive, user-friendly system. The complexity of our backend analytics is neatly hidden from the end user by our simple and easy to navigate dashboard which includes real-time alerts, scanners, financial news, institutional grade charting and proprietary analytics.

 

We launched the Blackbox System web application for domestic use and made it available to subscribers in September 2016. Subscriptions for the use of the Blackbox System web application are sold on a monthly and/or annual subscription basis to individual consumers through our website at https://blackboxstocks.com.

 

Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 and our telephone number is (972) 726-9203. Our Common Stock is quoted on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “BLBX.” Our corporate website is located at https://blackboxstocks.com. We are not including the information contained in our website as part of, or incorporating it by reference into, this Report on Form 10-Q.

 

 

Basis of Presentation

 

The accompanying financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. For the nine months ended September 30, 2024, the Company incurred an operating loss of $2,452,989 and a net loss of $2,522,487. In addition, for the year ended December 31, 2023, the Company incurred an operating loss of $5,297,671 and a net loss of $4,664,455. Cash flows used in operations were $681,353 for the nine months ended September 30, 2024, and $3,166,067 for the year ended December 31, 2023. The Company has cash of $60,921 as of September 30, 2024.These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has executed a share exchange agreement with Evtec Aluminium Limited (“Evtec Aluminium”), whereby the Company expects to acquire all of the issued and outstanding share capital of Evtec Aluminium with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). The Exchange will be accounted for as a reverse acquisition with Evtec Aluminium being the accounting acquiror. The Company believes that the merger with Evtec Aluminium will attract additional capital investment as Evtec Aluminium is substantially larger than Blackbox and has a strong acquisition pipeline. Management has also implemented a number of initiatives aimed at improving operating cash flow including, new product development, revised marketing strategies and expense reductions. In addition, the Company has historically been able to raise debt or equity financing to meet its capital needs and is also evaluating strategic alternatives with respect to possible mergers or acquisitions. There can be no assurance that the Company’s operational changes will impact its cash flow or if it will be able to raise additional capital or on what terms or if it will be able to execute the planned acquisition of Evtec Aluminium.

 

The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

 

Significant Accounting Policies

 

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 1, 2024.

 

Liquidity and Capital Resources

 

At September 30, 2024, we had cash and marketable securities totaling $60,921 as compared to cash and marketable securities totaling $475,652 at December 31, 2023. Our cash flows used in operations were $681,353 for the nine months ended September 30, 2024, as compared to $3,199,362 for the same period in the prior year.

 

Net cash used in investing activities for the nine months ended September 30, 2024, was $1,096,697 as compared to cash provided by investing activities of $3,273,886 for the prior year period. The decrease in the cash flow from investing activities was due to the liquidation of marketable securities in order to fund the Company’s operations during the prior year, combined with the issuance of a note receivable in the current year. The volume of marketable securities includes trading activity in a Company account that was used to research and test specific trading techniques although the account held less than $100,000. We do not expect capital expenditures to be significant for the remainder of 2024.

 

Net cash provided by financing activities was $1,366,274 for the nine months ended September 30, 2024, as compared to net cash used in financing activities of $36,814 for the prior year period. The increase in financing activities was the result of proceeds from the sale of common stock and funding from merchant cash advances.

 

 

As noted above, the Company intends to pursue the planned acquisition transaction with Evtec Aluminium however there can be no assurance that it will be able to complete the transaction or that such a transaction will provide the Company with sufficient liquidity to fund its operations. In addition, the Company may need to raise additional debt or equity capital in order to fund its operations. There can be no assurance that the Company will be able to do so or on acceptable terms. For the nine months ended September 30, 2024, Evtec Aluminium advanced the Company $1,043,000 in financial support. Evtec Aluminium is not contractually required to provide any additional support and there can be no assurance that they may do so.

 

Results of Operations

 

Comparison of Three Months Ended September 30, 2024 and 2023

 

For the three months ended September 30, 2024, our revenue was $646,792, as compared to $727,218, for the three months ended September 30, 2023. The decline in revenue of 11% was due to fewer subscribers in the current year that was partially offset by higher average revenue per subscriber. Average subscribers for the three months ended September 30, 2024, was 2,972 as compared to 3,174 for the prior year period. Average monthly revenue per subscriber was $72.55 for the three months ended September 30, 2024, as compared to $76.37 in the prior year period.

 

Cost of revenues for the three months ended September 30, 2024, and 2023 were $293,842 and $327,928, resulting in gross margins of 55% for both periods. The primary components of cost of revenues include costs related to data and news feed expenses for exchange information which comprise the majority of the costs, as well as the costs for program moderators. The gross margin percentage is expected to remain between 45% and 55%.

 

For the three months ended September 30, 2024, operating expenses were $1,088,582 as compared to $1,269,769 for the same period in 2023, a decrease of $181,187 or 14%. We significantly reduced expenditures in software development costs, advertising and marketing and selling, general and administrative expenses for the 2024 period. Selling, general and administrative expenses decreased from $957,372 for the three months ended September 30, 2023, to $891,282 for the three months ended September 30, 2024, a decrease of $66,090 or 7%. The decrease was primarily driven by lower stock-based compensation expense which was partially offset by higher professional fees associated with the pending Exchange with Evtec Aluminum. Advertising and marketing expenses decreased by $34,741 or 27% from $127,632 for the three months ended September 30, 2023, to $92,891 for the three months ended September 30, 2024, as the Company continues to reposition its marketing strategy. Software development costs decreased by $71,792 or 41% from $173,665 in the three months ended September 30, 2023, to $101,873 for the three months ended September 30, 2024. The decreased software development costs reflected lower development costs for our new product, Stock Nanny.

 

Our loss from operations for the three months ended September 30, 2024, was $734,166 as compared to a loss from operations of $869,229 for the prior year period. The improvement in the loss from operations was driven by lower operating expenses and was partially offset by the lower sales.

 

Comparison of Nine months Ended September 30, 2024 and 2023

 

For the nine months ended September 30, 2024, our revenue was $1,981,974, as compared to $2,324,870, for the nine months ended September 30, 2023. The decline in revenue of 15% was due to fewer subscribers in the current year that was partially offset by higher average revenue per subscriber. Average subscribers for the nine months ended September 30, 2024, was 2,986 as compared to 3,564 for the prior year period. Average monthly revenue per subscriber was $73.66 for the nine months ended September 30, 2024, as compared to $72.24 in the prior year period.

 

Cost of revenues for the nine months ended September 30, 2024, and 2023 were $1,007,401 and $1,202,534, resulting in gross margins of 49% and 48%, respectively. The primary components of cost of revenues include costs related to data and news feed expenses for exchange information which comprise the majority of the costs, as well as the costs for program moderators. The gross margin percentage is expected to remain between 45% and 55%.

 

For the nine months ended September 30, 2024, operating expenses were $3,429,812 as compared to $5,369,668 for the same period in 2023, a decrease of $1,939,856 or 36%. We significantly reduced expenditures in software development costs, advertising and marketing and selling general and administrative expenses for the 2024 period. Selling, general and administrative expenses decreased from $4,085,384 for the nine months ended September 30, 2023, to $2,735,480 for the nine months ended September 30, 2024, a decrease of $1,349,904 or 33%. The decrease was primarily driven by lower stock-based compensation expense which was partially offset by higher professional fees associated with the pending Exchange with Evtec Aluminum. Advertising and marketing expenses decreased by $158,751 or 32% from $496,028 for the nine months ended September 30, 2023, to $337,277 for the nine months ended September 30, 2024, as the Company continues to reposition its marketing strategy. Software development costs decreased by $445,041 or 59% from $755,959 in the nine months ended September 30, 2023, to $310,918 for the nine months ended September 30, 2024. The decreased software development costs reflected lower development costs for our new product Stock Nanny.

 

Our loss from operations for the nine months ended September 30, 2024, was $2,452,989 as compared to a loss from operations of $4,247,332 for the prior year period. The improvement in the loss from operations was driven by lower operating expenses and was partially offset by the lower sales.

 

 

EBITDA (Non-GAAP Financial Measure)

 

We report our financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, management believes the presentation of certain non-GAAP financial measures provides useful information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations, and that when GAAP financial measures are viewed in conjunction with the non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among the primary indicators management uses (i) to compare operating performance on a consistent basis, (ii) for planning purposes including the preparation of its internal annual operating budget and (iii) as a basis for evaluating performance. For all non-GAAP financial measures in this release, we have provided corresponding GAAP financial measures for comparative purposes in the report.

 

EBITDA is defined by us as net income (loss) before interest expense, income tax, depreciation and amortization expense and certain non-cash. EBITDA is not a measure of operating performance under GAAP and therefore should not be considered in isolation nor construed as an alternative to operating profit, net income (loss) or cash flows from operating, investing or financing activities, each as determined in accordance with GAAP. Also, EBITDA should not be considered as a measure of liquidity. Moreover, since EBITDA is not a measurement determined in accordance with GAAP, and thus is susceptible to varying interpretations and calculations, EBITDA, as presented, may not be comparable to similarly titled measures presented by other companies.

 

The following table sets forth a reconciliation of net loss to EBITDA:

 

   

Three Months Ended September 30,

 
   

2024

   

2023

 

Net income (loss)

  $ (780,833 )   $ (671,745 )

Adjustments:

               

Interest expense

    58       210  

Investment (income) loss

    -       (8,934 )

Depreciation and amortization expense

    2,536       11,100  

Financing costs

    46,609       -  

Stock based compensation

    81,737       156,343  

Total adjustments

  $ 130,940     $ 158,719  

EBITDA

  $ (649,893 )   $ (513,026 )

 

   

Nine Months Ended September 30,

 
   

2024

   

2023

 

Net income (loss)

  $ (2,522,487 )   $ (3,996,607 )

Adjustments:

               

Interest expense

    225       522  

Investment (income) loss

    (348 )     (62,487 )

Depreciation and amortization expense

    13,947       32,297  

Financing costs

    69,621       -  

Stock based compensation

    301,069       1,330,104  

Total adjustments

  $ 384,514     $ 1,300,436  

EBITDA

  $ (2,139,973 )   $ (2,696,171 )

 

 

Off Balance Sheet Arrangements

 

As of September 30, 2024, we did not have any material off-balance sheet arrangements.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, we are not required to provide the information required under this Item.

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Gust Kepler, our principal executive officer and Robert Winspear, our principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2024, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of September 30, 2024, were effective as of the end of the period covered by this Quarterly Report

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2024, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

Limitations on the Effectiveness of Controls

 

Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

 

 

PART II - OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

None. 

 

Item 1A.  Risk Factors

 

Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in Part I, Item 1A, "Risk Factors” of our Annual Report on Form 10-K filed with the SEC on April 1, 2024 for the year ended December 31, 2023, as supplemented by the "Risk Factors" sections in our registration statement on Form S-1 filed with the SEC on October 5, 2021, as amended on November 5, 2021 and the information contained elsewhere in this Report. The risks and uncertainties described within our Form 10-K for the year ended December 31, 2023 and the registration statement, as amended, are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations. 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

 

Item 3.  Defaults Upon Senior Securities

 

None.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.

 

 

Item 5.  Other Information

 

None.

 

 

Item 6.  Exhibits

 

The following exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference as described below.

 

Exhibit

Description

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350**

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350**

101.1

Inline Interactive data files pursuant to Rule 405 of Regulation S-T*

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*          Filed herewith.

**       Furnished herewith

 

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, thereunto duly authorized.

 

November 14, 2024

BLACKBOXSTOCKS INC.

     
 

By:

/s/ Gust Kepler

 

Gust Kepler

 

President, Chief Executive Officer and Secretary

 

(Principal Executive Officer)

 

 

By:

/s/ Robert Winspear

 

Robert Winspear

 

Chief Financial Officer and Secretary (Principal Financial

 

and Accounting Officer)

 

 

 

EXHIBIT INDEX

 

Exhibit

Description

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350**

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350**

101.1

Inline Interactive data files pursuant to Rule 405 of Regulation S-T*

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*          Filed herewith.

**       Furnished herewith

 

19

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Gust Kepler, certify that:

 

(1)

I have reviewed this quarterly report on Form 10-Q of Blackboxstocks Inc.;

 

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

(4)

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

(5)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

November 14, 2024

/s/ Gust Kepler

 

Gust Kepler

 

Principal Executive Officer

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Robert Winspear, certify that:

 

(1)

I have reviewed this quarterly report on Form 10-Q of Blackboxstocks Inc.;

 

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

(4)

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

(5)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

November 14, 2024

/s/ Robert Winspear

 

Robert Winspear

 

Principal Financial Officer

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Blackboxstocks Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024 (the “Report”), I, Gust Kepler, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Gust Kepler

Gust Kepler

Principal Executive Officer

November 14, 2024

 

This certification accompanies the Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company or purposes of §18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Blackboxstocks Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024 (the “Report”), I, Robert Winspear, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Robert Winspear

Robert Winspear

Principal Financial Officer

November 14, 2024

 

This certification accompanies the Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company or purposes of §18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 
v3.24.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 14, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-41051  
Entity Registrant Name BLACKBOXSTOCKS INC.  
Entity Incorporation, State or Country Code NV  
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  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol BLBX  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   3,528,028
Entity Central Index Key 0001567900  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash $ 60,921 $ 472,697
Accounts receivable, net of allowance for doubtful accounts of $-0- and $68,589 at September 30, 2024 and December 31, 2023, respectively 3,799 18,212
Inventory 3,464 3,464
Marketable securities 0 2,955
Other receivable 0 475,000
Note receivable 1,100,000 0
Prepaid expenses and other current assets 51,248 35,161
Total current assets 1,219,432 1,007,489
Property and equipment:    
Right of use lease 303,397 344,370
Total property and equipment 311,791 396,651
Investments 8,424,000 8,424,000
Total assets 9,955,223 9,828,140
Current liabilities:    
Accounts payable 1,378,668 842,404
Accrued interest 1,613 1,613
Unearned subscriptions 739,054 1,295,514
Lease liability right of use, current 63,281 64,818
Note payable, current portion 17,874 28,064
Merchant cash advance, net of discount 190,264 0
Other liabilities 1,043,000 0
Total current liabilities 3,433,754 2,232,413
Long term liabilities:    
Lease liability right of use, long term 246,127 287,417
Total long term liabilities 246,127 298,967
Commitments and Contingencies  
Stockholders' equity    
Common stock, $0.001 par value, 100,000,000 shares authorized: 3,528,028 and 3,223,015 issued and outstanding at September 30, 2024 and December 31, 2023, respectively 3,528 3,223
Treasury stock 0 (27,650)
Additional paid in capital 28,275,922 26,802,808
Accumulated deficit (22,007,378) (19,484,891)
Total stockholders' equity 6,275,342 7,296,760
Total liabilities and stockholders' equity 9,955,223 9,828,140
Undesignated Preferred Stock [Member]    
Stockholders' equity    
Preferred stock 0 0
Series A Preferred Stock [Member]    
Stockholders' equity    
Preferred stock 3,270 3,270
Series B Preferred Stock [Member]    
Stockholders' equity    
Preferred stock 0 0
Related Party [Member]    
Long term liabilities:    
Note payable 0 11,550
Machinery and Equipment [Member]    
Property and equipment:    
Property and equipment, net $ 8,394 $ 52,281
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Accounts Receivable, Allowance for Credit Loss, Current $ 0 $ 68,589
Preferred stock, par value (in dollars per share) $ 0.001  
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common Stock, Shares, Outstanding (in shares) 3,528,028 3,223,015
Common Stock, Shares, Issued (in shares) 3,528,028 3,223,015
Undesignated Preferred Stock [Member]    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred Stock, Shares Issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Series A Preferred Stock [Member]    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred Stock, Shares Issued (in shares) 3,269,998 3,269,998
Preferred stock, shares outstanding (in shares) 3,269,998 3,269,998
Series B Preferred Stock [Member]    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred Stock, Shares Issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue:        
Revenue $ 647,842 $ 728,468 $ 1,981,974 $ 2,324,870
Cost of revenues 293,426 327,928 1,007,401 1,202,534
Gross margin 354,416 400,540 974,573 1,122,336
Operating expenses:        
Software development costs 101,873 173,665 310,918 755,959
Selling, general and administrative 891,282 957,372 2,735,480 4,085,384
Advertising and marketing 92,891 127,632 337,277 496,028
Loss on disposition of fixed assets 0 0 29,940 0
Depreciation and amortization 2,536 11,100 13,947 32,297
Total operating expenses 1,088,582 1,269,769 3,427,562 5,369,668
Operating loss (734,166) (869,229) (2,452,989) (4,247,332)
Other (income) expense:        
Interest expense 58 210 225 522
Financing costs 46,509 (0) 69,621 (0)
Investment (income) loss 0 (8,934) (348) (62,487)
Other income 0 (188,760)   (188,760)
Total other (income) expense 46,667 (197,484) 69,498 (250,725)
Loss before income taxes (780,833) (671,745) (2,522,487) (3,996,607)
Income Taxes 0 0 0 0
Net loss $ (780,833) $ (671,745) $ (2,522,487) $ (3,996,607)
Weighted average number of common shares outstanding – basic and diluted (in shares) 3,517,838 3,196,230 3,323,806 3,222,361
Net loss per share – basic and diluted (in dollars per share) $ (0.22) $ (0.21) $ (0.76) $ (1.24)
Subscription and Circulation [Member]        
Revenue:        
Revenue $ 646,792 $ 727,218 $ 1,979,514 $ 2,316,856
Product and Service, Other [Member]        
Revenue:        
Revenue $ 1,050 $ 1,250 $ 2,460 $ 8,014
v3.24.3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
Preferred Stock [Member]
Series A Preferred Stock [Member]
Preferred Stock [Member]
Series B Preferred Stock [Member]
Preferred Stock [Member]
Common Stock [Member]
Common Stock Payable [Member]
Treasury Stock, Common [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balances (in shares) at Dec. 31, 2022 3,269,998 0 0 3,298,033          
Balances at Dec. 31, 2022 $ 3,270 $ 0 $ 0 $ 3,298 $ 23,340 $ (1,102,375) $ 18,070,556 $ (14,820,436) $ 2,177,653
Purchase of treasury stock           (79,100)     (79,100)
Retirement of treasury stock (in shares)       (454,441)          
Retirement of treasury stock       $ (454)   1,181,475 (1,181,021)   0
Issuance of warrants for compensation             31,880   31,880
Issuance of options for compensation             61,464   61,464
Issuance of stock for compensation (in shares)       282,501          
Issuance of stock for compensation       $ 282 19,380   655,120   674,782
Net loss               (1,900,368) (1,900,368)
Net loss               (1,900,368) (1,900,368)
Retirement of treasury stock (in shares)       454,441          
Retirement of treasury stock       $ 454   (1,181,475) 1,181,021   (0)
Balances (in shares) at Mar. 31, 2023 3,269,998 0 0 3,126,093          
Balances at Mar. 31, 2023 $ 3,270 $ 0 $ 0 $ 3,126 42,720 0 17,637,999 (16,720,804) 966,311
Balances (in shares) at Dec. 31, 2022 3,269,998 0 0 3,298,033          
Balances at Dec. 31, 2022 $ 3,270 $ 0 $ 0 $ 3,298 23,340 (1,102,375) 18,070,556 (14,820,436) 2,177,653
Net loss                 (3,996,607)
Net loss                 (3,996,607)
Balances (in shares) at Sep. 30, 2023 3,269,998 2,400,000 0 3,197,921          
Balances at Sep. 30, 2023 $ 3,270 $ 2,400 $ 0 $ 3,198 0 (15,291) 26,676,475 (18,817,043) 7,853,009
Balances (in shares) at Dec. 31, 2022 3,269,998 0 0 3,298,033          
Balances at Dec. 31, 2022 $ 3,270 $ 0 $ 0 $ 3,298 23,340 (1,102,375) 18,070,556 (14,820,436) 2,177,653
Net loss                 (4,664,455)
Net loss                 (4,664,455)
Balances (in shares) at Dec. 31, 2023 3,269,998 0 0 3,223,015          
Balances at Dec. 31, 2023 $ 3,270 $ 0 $ 0 $ 3,223 0 (27,650) 26,802,808 (19,484,891) 7,296,760
Balances (in shares) at Mar. 31, 2023 3,269,998 0 0 3,126,093          
Balances at Mar. 31, 2023 $ 3,270 $ 0 $ 0 $ 3,126 42,720 0 17,637,999 (16,720,804) 966,311
Purchase of treasury stock           (15,291)     (15,291)
Issuance of warrants for compensation             31,880   31,880
Issuance of options for compensation             245,810   245,810
Issuance of stock for compensation (in shares)       49,754          
Issuance of stock for compensation       $ 50 (42,720)   182,865   140,195
Net loss               (1,424,494) (1,424,494)
Issuance of stock for fractional shares resulting from reverse split (in shares)       8,838          
Issuance of stock for fractional shares resulting from reverse split       $ 9          
Issuance of stock for fractional shares resulting from reverse split             (9)   0
Issuance of stock for investment (in shares)   2,400,000              
Issuance of stock for investment   $ 2,400         8,421,600   8,424,000
Net loss               (1,424,494) (1,424,494)
Balances (in shares) at Jun. 30, 2023 3,269,998 2,400,000 0 3,184,685          
Balances at Jun. 30, 2023 $ 3,270 $ 2,400 $ 0 $ 3,185 0 (15,291) 26,520,145 (18,145,298) 8,368,411
Issuance of warrants for compensation             31,880   31,880
Issuance of options for compensation             69,270   69,270
Issuance of stock for compensation (in shares)       13,236          
Issuance of stock for compensation       $ 13 0   55,180   55,193
Net loss               (671,745) (671,745)
Net loss               (671,745) (671,745)
Balances (in shares) at Sep. 30, 2023 3,269,998 2,400,000 0 3,197,921          
Balances at Sep. 30, 2023 $ 3,270 $ 2,400 $ 0 $ 3,198 0 (15,291) 26,676,475 (18,817,043) 7,853,009
Balances (in shares) at Dec. 31, 2023 3,269,998 0 0 3,223,015          
Balances at Dec. 31, 2023 $ 3,270 $ 0 $ 0 $ 3,223 0 (27,650) 26,802,808 (19,484,891) 7,296,760
Issuance of warrants for compensation             31,880   31,880
Issuance of options for compensation             65,286   65,286
Issuance of stock for compensation (in shares)       3,120          
Issuance of stock for compensation       $ 3 0   17,497   17,500
Net loss               (863,711) (863,711)
Net loss               (863,711) (863,711)
Balances (in shares) at Mar. 31, 2024 3,269,998 0 0 3,226,135          
Balances at Mar. 31, 2024 $ 3,270 $ 0 $ 0 $ 3,226 0 (27,650) 26,917,471 (20,348,602) 6,547,715
Balances (in shares) at Dec. 31, 2023 3,269,998 0 0 3,223,015          
Balances at Dec. 31, 2023 $ 3,270 $ 0 $ 0 $ 3,223 0 (27,650) 26,802,808 (19,484,891) 7,296,760
Net loss                 (2,522,487)
Net loss                 (2,522,487)
Balances (in shares) at Sep. 30, 2024 3,269,998 0 0 3,528,028          
Balances at Sep. 30, 2024 $ 3,270 $ 0 $ 0 $ 3,528 0 0 28,275,922 (22,007,378) 6,275,342
Balances (in shares) at Mar. 31, 2024 3,269,998 0 0 3,226,135          
Balances at Mar. 31, 2024 $ 3,270 $ 0 $ 0 $ 3,226 0 (27,650) 26,917,471 (20,348,602) 6,547,715
Retirement of treasury stock (in shares)       (10,607)          
Retirement of treasury stock       $ (11)   27,650 (27,639)   0
Issuance of warrants for compensation             31,880   31,880
Issuance of options for compensation             65,286   65,286
Issuance of stock for compensation             7,500   7,500
Net loss               (877,943) (877,943)
Net loss               (877,943) (877,943)
Retirement of treasury stock (in shares)       10,607          
Retirement of treasury stock       $ 11   (27,650) 27,639   (0)
Balances (in shares) at Jun. 30, 2024 3,269,998 0 0 3,215,528          
Balances at Jun. 30, 2024 $ 3,270 $ 0 $ 0 $ 3,215 0 0 26,994,498 (21,226,545) 5,774,438
Issuance of warrants for compensation             21,256   21,256
Issuance of options for compensation             52,981   52,981
Issuance of stock for compensation             7,500   7,500
Net loss               (780,833) (780,833)
Issuance of stock for investment (in shares)       312,500          
Issuance of stock for investment       $ 313     1,199,687   1,200,000
Net loss               (780,833) (780,833)
Balances (in shares) at Sep. 30, 2024 3,269,998 0 0 3,528,028          
Balances at Sep. 30, 2024 $ 3,270 $ 0 $ 0 $ 3,528 $ 0 $ 0 $ 28,275,922 $ (22,007,378) $ 6,275,342
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Cash flows from operating activities:              
Net loss $ (780,833) $ (863,711) $ (671,745) $ (1,900,368) $ (2,522,487) $ (3,996,607) $ (4,664,455)
Adjustments to reconcile net loss to net cash used in operating activities:              
Depreciation and amortization expense         13,947 32,297  
Financing costs 46,509   (0)   69,621 (0)  
Stock based compensation         301,069 1,330,104  
Loss on disposition of fixed assets 0   0   29,940 0  
Right of use lease         (1,854) 0  
Investment (income) loss 0   (8,934)   (348) (62,487)  
Changes in operating assets and liabilities:              
Accounts receivable         14,413 (22,485)  
Other receivable         475,000 0  
Inventory         0 12,000  
Prepaid expenses and other current assets         (16,087) (148,373)  
Accounts payable         468,893 107,238  
Other liabilities         1,043,000 0  
Unearned subscriptions         (556,460) (451,049)  
Net cash used in operating activities         (681,353) (3,199,362) (3,166,067)
Cash flows from investing activities:              
Purchase of property and equipment         0 (2,605)  
Purchase of marketable securities         (9,273) (6,418,134)  
Sale of marketable securities         12,576 9,694,625  
Issuance of note receivable         (1,100,000) 0  
Net cash (used in) provided by investing activities         (1,096,697) 3,273,886  
Cash flows from financing activities:              
Proceeds from issuance of common stock         1,200,000 0  
Proceeds from merchant cash advance         297,750 0  
Principal payments on notes payable         (21,740) (21,523)  
Payments on merchant cash advance         (109,736) 0  
blbx_PaymentsForCommonStockSubscribed           15,291  
Net cash provided by (used in) financing activities         1,366,274 (36,814)  
Net increase (decrease) in cash         (411,776) 37,710  
Cash - beginning of period   $ 472,697   $ 425,578 472,697 425,578 425,578
Cash - end of period $ 60,921   $ 463,288   60,921 463,288 $ 472,697
Supplemental disclosures:              
Interest paid         224 441  
Income taxes paid         0 0  
Non-cash investing and financing activities:              
Retirement of treasury stock         27,650 1,181,475  
Treasury stock purchased from related party with other assets         0 79,100  
Issuance of stock for investment         $ 0 $ 8,424,000  
v3.24.3
Note 1 - Organization
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Organization

 

Blackboxstocks Inc. (the “Company”) was incorporated on October 4, 2011, under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court for the Northern District of Texas for reorganization under Chapter 11 of the United States Bankruptcy Code.

 

The Company changed its name to Blackboxstocks, Inc. and began operating as a financial technology and social media platform in March 2016. The platform offers real-time proprietary analytics and news for stock and options traders of all levels. The Company believes its 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. The software continuously scans the NASDAQ, New York Stock Exchange, CBOE, and other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. The Company also provides users with a fully interactive social media platform that is integrated into our dashboard, enabling users to exchange information and ideas quickly and efficiently through a common network. Recently, the Company also introduced a live audio/video feature that allows members to broadcast on their own channels to share trade strategies and market insight within the community. The platform was initially made available to subscribers in September 2016. Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through the Company website at http://blackboxstocks.com.

 

On April 1, 2024, the Company formed Blackbox.io Inc., a Delaware corporation, and on April 18, 2024, the Company and Blackbox.io Inc entered into a contribution agreement (the “Contribution Agreement”) pursuant to which the Company transferred certain specified business assets (the “Contributed Assets”) to Blackbox.io Inc. In consideration for the Contributed Assets, Blackbox.io Inc issued to the Company 3,226,145 shares of common stock, par value $0.001 per share and 3,369,998 shares of Series A convertible preferred stock, $0.001 par value per share, of Blackbox.io Inc, free and clear of all liens (the “Blackbox.io Operating Equity”), and assumed certain specified liabilities of the business of the Company (the “Assumed Liabilities”).

 

Simultaneously with the execution of the Contribution Agreement, the Company delivered fully executed documents of conveyance to effect the contribution of the Contributed Assets and the assignment of the Assumed Liabilities to Blackbox.io Inc, including (i) a bill of sale, (ii) an assignment and assumption agreement and (iii) an intellectual property assignment and Blackbox.io Inc delivered certificates and notices of issuance of stock transferable on the books of Blackbox.io Inc evidencing the issuance of the Blackbox.io Operating Equity.

 

As a result of the Contribution Agreement, Blackbox.io Inc. is a wholly-owned corporate subsidiary of the Company that now holds the Company’s legacy assets and continues its legacy business operations.

 

The Company is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BLBX”.

v3.24.3
Note 2 - Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

 

Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and footnotes of Blackboxstocks Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

The accompanying condensed consolidated financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. For the year ended December 31, 2023, the Company incurred an operating loss of $5,297,671 and a net loss of $4,664,455. In addition, for the nine months ended September 30, 2024, the Company incurred an operating loss of $2,452,989 and a net loss of $2,522,487. Cash flows used in operations totaled $3,166,067 for the year ended December 31, 2023, and $681,353 for the nine months ended September 30, 2024. The Company had cash of $60,921 as of September 30, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has executed a share exchange agreement with Evtec Aluminium Limited (“Evtec Aluminium”), whereby the Company expects to acquire all of the issued and outstanding share capital of Evtec Aluminium with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). The Exchange will be accounted for as a reverse acquisition with Evtec Aluminium being the accounting acquiror. The Company believes that the Exchange with Evtec Aluminium will attract additional capital investment as Evtec Aluminium is substantially larger than Blackbox and has a strong acquisition pipeline. Management has also implemented a number of initiatives aimed at improving operating cash flow including, new product development, revised marketing strategies and expense reductions. In addition, the Company has historically been able to raise debt or equity financing to meet its capital needs and is also evaluating strategic alternatives with respect to possible mergers or acquisitions. There can be no assurance that the Company’s operational changes will impact its cash flow or if it will be able to raise additional capital or on what terms or if it will be able to execute the planned Exchange with Evtec Aluminium.

 

The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

 

Principles of Consolidation. The condensed consolidated financial statements include the accounts of Blackboxstocks Inc and its wholly owned subsidiary Blackbox.io Inc., a Delaware corporation. All intercompany transactions and account balances between the Company and its subsidiary have been eliminated in consolidation. Transactions with its consolidated subsidiary are generally settled in cash.

 

Use of Estimates. The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP. Actual results could differ from those estimates.

 

Segments. The Company operates as a single segment.

 

Cash. Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of three months or less.

 

Investments in Marketable Securities. The Company has invested in marketable securities which primarily consist of investments in mutual funds that hold commercial and government debt securities. These investments are recorded at fair value based on quoted prices at the end of the Company’s reporting period. Any realized or unrealized gains or losses are recognized in the accompanying statements of operations.

 

Recently Issued Accounting Pronouncements. 

Recently Issued Accounting Pronouncements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

 

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclosure significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter. Adoption is not expected to have any impact on the Company’s disclosures.

 

Earnings or (Loss) Per Share. Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period. Therefore, because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for periods of loss.

 

The Company had total potential additional dilutive securities outstanding at September 30, 2024, as follows.

 

Series A Convertible Preferred Shares

    3,269,998  

Conversion rate

    0.2  

Common shares after conversion

    654,000  

Option shares

    200,875  

Warrant shares

    93,238  

 

Revenue Recognition. The Company operates under a software as a service (SaaS) model whereby we sell monthly and annual subscriptions allowing subscribers access to our platform. We recognize revenue over the subscription period (either monthly or annual) and record cash received but not yet earned as deferred revenue on our balance sheet.

 

Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations. Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment.

 

v3.24.3
Note 3 - Investments
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Investment [Text Block]

3. Investments

 

Investments

 

Evtec Group Limited (“Evtec Group”) operates through a single subsidiary, Evtec Automotive Limited, as a supplier of critical automotive parts to the automobile manufacturing industry. Evtec Group is based in the UK and provides complete assemblies to auto manufacturers, simplifying sourcing, saving time on procurement, and increasing production efficiency. Their pick and pack service supplies aftermarket automotive products, as well as offering kitting and fulfilment for non-automotive businesses. Their business focuses on premium luxury brands and a market transition to electric vehicles and includes Jaguar Land Rover Group as their largest customer.

 

On June 9, 2023, the Company entered into a Securities Exchange Agreement (the Securities Exchange Agreement”) with Evtec Group whereby the Company issued 2,400,000 shares of Series B Convertible Preferred Stock (the “Series B Stock”) (Note 4) in exchange for 4,086 preferred shares of Evtec Group. Upon conversion of the Series B Stock, the 2,400,000 shares would represent approximately 43% of the total common shares outstanding. The Evtec Group preferred shares were convertible into common shares of Evtec Group on a one-for-one basis upon a change in control or the listing of Evtec Group on Nasdaq or the London Stock Exchange. The preferred shares of Evtec Group were converted into common shares representing approximately 13% of Evtec Group.

 

The Company’s initial investment in Evtec Group was measured at $8,424,000 in accordance with ASC 820-10-30. The value of the Series B Stock issued by the Company was set by the closing price of its common stock on the day prior to closing of $3.51 as reported by Nasdaq. As a result, the 2,400,000 Series B Stock shares were valued at $8,424,000 which was determined to be the cost of the investment recorded pursuant to ASC 321-10-35. The investment was reviewed for impairment as of September 30, 2024.

 

On November 24, 2023, the Company entered into a Binding Amendment to Amended Letter of Intent (the “LOI Amendment”) with Evtec Group, Evtec Automotive Limited, and Evtec Aluminium (collectively the “Evtec Companies), which amended a non-binding Amended Letter of Intent (the “LOI”) dated April 14, 2023. Pursuant to the LOI Amendment, the Company has agreed to continue to negotiate in good faith to consummate a proposed acquisition of the Evtec Companies contemplated by the LOI (the “Proposed Transaction”), subject to the terms of the LOI Amendment.

 

As a condition to the Company’s continued good faith negotiations regarding the Proposed Transaction, the Evtec Companies agreed to (i) pay the Company aggregate extension fees totaling $400,000 which were guaranteed by a credit worthy affiliate of the Evtec Companies, (ii) provide extension loans of up to $400,000 to the Company if the Proposed Transaction has not closed on or before April 1, 2024, (iii) pay the Company amounts in cash equal to any documented legal fees and third-party expenses incurred or payable by the Company in connection with the Proposed Transaction up to $175,000, including any such expenses incurred prior to the date of the LOI Amendment, (iv) forfeit and return the 2,400,000 shares of the Series B Stock acquired by Evtec Group under the terms of the Securities Exchange Agreement, and (v) permit the Company to convert each of the 4,086 preferred shares of Evtec Group issued to the Company pursuant to the Securities Exchange Agreement into one ordinary share of Evtec Group.

 

As a result of the transaction not closing, Evtec Aluminium has provided $1,043,000 of financial support to the Company that has been classified as other liabilities as of September 30, 2024. 

 

As provided for in the LOI Amendment, Evtec Group entered into a Forfeiture Agreement with the Company dated November 28, 2023 pursuant to which Evtec Group forfeited all of its right, title and interest in and to the 2,400,000 shares of Series B Stock acquired by Evtec Group pursuant to the Securities Exchange Agreement in order to further induce the Company to continue to negotiate in good faith to consummate the Proposed Transaction. Pursuant to the Forfeiture Agreement, the Company has no obligation to make any payment to Evtec Group, in cash or otherwise, for any such Series B Stock that are so forfeited. The shares of Series B Stock forfeited by Evtec Group were cancelled as of the date of the Forfeiture Agreement. In addition, Evtec Group converted the Evtec Group preferred shares held by the Company into 4,086 ordinary shares.

 

On December 12, 2023, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement") with Evtec Aluminium, and the shareholders of Evtec Aluminium (“Sellers”). Upon the terms and subject to the satisfaction of the conditions described in the Share Exchange Agreement, the Company is expected to acquire all of the issued and outstanding Evtec Aluminium Ordinary Shares, with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). At the closing of the Exchange (the “Closing”), the Sellers will receive shares of common stock of the Company, $0.001 par value, in exchange for capital shares of Evtec Aluminium based on the exchange ratio formula in the Share Exchange Agreement (the “Exchange Ratio”), which is subject to adjustment in the event Evtec Aluminium raises capital before Closing in excess of $5,000,000. Immediately following Closing, based upon the Exchange Ratio, the Sellers are expected to collectively own 70.4% of the aggregate common stock of the Company. 

 

On July 1, 2024, the Company entered into a Convertible Loan Agreement with Evtec Aluminium pursuant to which the Company loaned Evtec Aluminum $1,150,000 (the “Evtec Loan”). The Evtec Loan is unsecured, bears interest at 12% per annum and has a maturity date of one year from the date of issuance. The Evtec Loan is convertible into Evtec Aluminum ordinary shares at the rate of $1,197.92 per share at any time at the option of Blackboxstocks and converts automatically upon the closing of the Share Exchange Agreement (as defined below). If converted, the Evtec Loan converts into approximately 3.2% of the outstanding ordinary shares of Evtec Aluminum inferring a post money valuation of approximately $48,136,000.

 

On July 3, 2024, the Company and Evtec entered into a First Amendment to Share Exchange Agreement (the “Amendment”) in order to reflect the effects of a Stock Purchase Agreement transaction consummated July 1, 2024 (Note 4) and the proposed issuance of Evtec warrants in connection with its pre-closing financing efforts. Specifically, the Amendment provides:

 

 

That the Company will issue replacement warrants to holders of any outstanding warrants to acquire Evtec Aluminium ordinary shares which will permit holders to acquire shares of the Company’s Common Stock on substantially the same terms after adjusting the number of shares issuable and exercise price based upon the Exchange value of Evtec Aluminium ordinary shares and the Exchange Ratio. Evtec Aluminium’s issuance of warrants is subject to approval by the Company in its reasonable discretion.

 

 

The definition of “Exchange Ratio” was changed to mean initially 294.17 shares of the Company’s Common Stock for each Evtec Aluminum share, which is subject to further adjustment, so that the consideration shares issuable to Evtec Sellers would equal 70.6% of the total outstanding shares of the Company post-Closing

 

On May 13, 2024, the Company filed a Registration Statement on Form S-4 including an information statement/prospectus and a notice of action taken by written consent pursuant to section 14(C) of the Securities Exchange Act of 1934 as required under the terms of the Securities Exchange Agreement with Evtec Aluminium. The registration statement is subject to review and approval by the Securities and Exchange Commission and has not yet been declared effective.

 

v3.24.3
Note 4 - Stockholders' Equity
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

4. Stockholders Equity

 

The Company has authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $0.001 par value, 2,400,000 of which are designated as “Series B Convertible Preferred Stock” at $0.001 par value, and 100,000,000 authorized shares of common stock at $0.001 par value (“Common Stock”).

 

Shares of Series A Convertible Preferred Stock (the “Series A Stock”) rank pari passu with the Company’s Common Stock with respect to dividend and liquidation rights. Additionally, each share entitles the holder to 100 votes on matters submitted to Company stockholders. There are 3,269,998 shares of Series A Stock outstanding which are all held by Gust Kepler, the Company’s Chairman and Chief Executive Officer (“Mr. Kepler”). The Company and Mr. Kepler entered into Conversion Rights Agreement dated effective as of October 14, 2021, limiting the rights of the holder(s) of our outstanding shares of Series A Stock to convert such shares into Common Stock on a one-for-one basis as provided in the certificate of designation (the "Designation Conversion Rights"). Pursuant to the terms of the Conversion Rights Agreement, the Designation Conversion Rights are limited and exercisable based upon the Company reaching the following market capitalization ("Market Capitalization") thresholds, measured on the last day of each calendar quarter:

 

 

If the Company’s Market Capitalization is less than $150,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 5-for-1 share basis;

 

If the Company’s Market Capitalization is equal to or greater than $150,000,000 but less than $200,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 3.3-for-1 share basis;

 

If the Company’s Market Capitalization is equal to or greater than $200,000,000 but less than $250,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 2.5-for-1 share basis;

 

If the Company’s Market Capitalization is equal to or greater than $250,000,000 but less than $350,000,000 the outstanding Series A Stock will be convertible into Common Stock on a 1.75-for-1 share basis;

 

If the Company’s Market Capitalization is equal to or greater than $350,000,000 the outstanding Series A Stock will thereafter convertible into Common Stock pursuant to the Designation Conversion Rights (on a 1-for-1 share basis).

 

The Conversion Rights Agreement terminates when the last share of Series A Stock is either converted or the largest Market Capitalization Threshold is met.

 

The Series B Stock has no dividend rights and no voting rights except as required by law or the Company’s bylaws. The Series B Stock is convertible into common shares on a one-for-one basis. Prior to the stockholder approval, the Series B Stock is not convertible into more than 19.9% of the Company’s outstanding common stock. All previously outstanding shares of Series B Stock were forfeited in December 2023.

 

On July 1, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which the Company sold 312,500 shares of its common stock, par value $0.001 (“Common Stock”), at a price per share of $4.00 for gross proceeds of $1,250,000. Gust Kepler, a director, our President and Chief Executive Officer, purchased $100,000 of the Common Stock under the terms of the Stock Purchase Agreement. Quadrofoglio Holdings LLC, a Florida limited liability company, purchased the remaining $1,150,000 of Common Stock. The Stock Purchase Agreement contains standard representations and warranties from the Company and the purchasers. 

 

v3.24.3
Note 5 - Warrants to Purchase Common Stock
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

5. Warrants to Purchase Common Stock

 

The following table presents the Company’s warrants as of September 30, 2024:

 

   

Number of

Shares

   

Weighted

Average

Exercise Price

   

Weighted

Average

Remaining Life

(in

years)

 

Warrants as of December 31, 2023

    109,584     $ 13.25       3.53  

Issued

    -     $ -       -  

Forfeited

    (16,346 )   $ 7.80       -  

Exercised

    -     $ -       -  

Warrants as of September 30, 2024

    93,238     $ 14.20       3.33  

 

At September 30, 2024, all warrants were vested.

v3.24.3
Note 6 - Incentive Stock Plan
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

5. Warrants to Purchase Common Stock

 

The following table presents the Company’s warrants as of September 30, 2024:

 

   

Number of

Shares

   

Weighted

Average

Exercise Price

   

Weighted

Average

Remaining Life

(in

years)

 

Warrants as of December 31, 2023

    109,584     $ 13.25       3.53  

Issued

    -     $ -       -  

Forfeited

    (16,346 )   $ 7.80       -  

Exercised

    -     $ -       -  

Warrants as of September 30, 2024

    93,238     $ 14.20       3.33  

 

At September 30, 2024, all warrants were vested.

Share-Based Payment Arrangement, Option [Member]  
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

6. Incentive Stock Plan

 

On August 4, 2021, our Board of Directors created and our stockholders approved the 2021 Blackboxstocks Inc. Incentive Stock Plan (the “2021 Plan”) which became effective August 31, 2021. Effective October 7, 2022, the Company’s Stockholders approved an amendment and restatement of the 2021 Plan to increase the numbers of issuable shares from 187,500 to 312,500. On February 6, 2023 the Company’s stockholders approved a subsequent amendment and restatement of the 2021 Plan to increase the number of shares available for issuance from 312,500 to 612,500 shares. The 2021 Plan allows the Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors.

 

The following table presents the Company’s options as of September 30, 2024:

 

Options as of December 31, 2023

    215,625     $ 8.97       8.37  

Issued

    -     $ -       -  

Forfeited

    (14,750 )   $ 6.23       8.83  

Exercised

    -     $ -       -  

Options as of September 30, 2024

    200,875     $ 9.17       7.58  

 

At September 30, 2024, options to purchase 198,877 shares were vested and options to purchase 1,998 shares remained unvested. The Company expects to incur expenses for the unvested options totaling $15,276 as they vest.

v3.24.3
Note 7 - Related Party Transactions
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

7. Related Party Transactions

 

On March 16, 2023, the Company purchased 282,501 shares of Common Stock from Mr. Kepler at a price of $0.28 per share. The purchase of these shares was done in order to reduce Mr. Kepler’s cash bonus for 2022. The shares acquired from Mr. Kepler were subsequently retired and added back to authorized but unissued shares. As noted in Note 4, on July 1, 2024 Mr. Kepler purchased 25,000 shares of common stock at a price of $4.00 per share pursuant to the Stock Purchase Agreement.

 

v3.24.3
Note 8 - Debt
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

8. Debt

 

Note Payable

 

On May 1, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), the Company received a loan of $130,200. The loan carries an interest rate of 1% and an initial maturity of May 1, 2022. During August 2021, the Company received partial loan forgiveness from the SBA reducing the principal balance of the note to $96,795. During December 2021, the terms of the note were amended to carry an interest rate of 1% and mature on May 4, 2025. As of September 30, 2024, the unpaid balance of the note totaled $17,874.

 

Merchant Cash Advance

 

On May 28, 2024, the Company entered into a merchant cash advance agreement with proceeds totaling $198,500 and total future receivables purchased totaling $272,000. On September 27, 2024, the Company entered into a merchant cash advance agreement with proceeds totaling $99,250 and total future receivables purchased totaling $136,000. The merchant cash advances are to be repaid through 28 weekly payments of $9,714 and $4,857, respectively. The finance expense for the advances have been calculated using the effective interest rate method. As of September 30, 2024, the unpaid balance of the merchant cash advances totaled $190,264.

v3.24.3
Note 9 - Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

9. Commitments and Contingencies

 

The Company leases approximately 2,685 square feet of office space in Dallas Texas pursuant to an office lease with Teachers Insurance and Annuity Association of America that expires on September 30, 2028. During the period ended September 30, 2024, the Company’s related rent expenses totaled approximately $70,000.

 

The table below shows the future lease payment obligations:

 

Year Ending December 31,

 

Amount

 

2024

  $ 22,655  

2025

    91,122  

2026

    93,136  

2027

    95,150  

2028

    72,495  

Total remaining lease payments

  $ 374,558  

Less: imputed interest

    (65,149 )

Present Value of remaining lease payments

  $ 309,409  
         

Current

  $ 63,281  

Noncurrent

  $ 246,127  
         

Weighted-average remaining lease term (years)

    3.25  

Weighted-average discount rate

    10.00 %

 

The Company is named as a defendant in a lawsuit filed by Feenix Payment Systems, LLC before the New York State Supreme Court, County of New York on June 20, 2023. The plaintiff seeks damages in the amount of $500,000 from an alleged breach of an exclusivity agreement between the plaintiff and the Company. The Company denies any liability for the alleged breach and intends to defend the matter vigorously. The Company has asserted a counterclaim alleging the plaintiff failed to pay the Company a finder’s fee. In addition, the Company is party to threatened or actual litigation occurring in the normal course of business but does not believe that the outcome of these matters could have a material effect on the Company’s financial statements.

 

v3.24.3
Insider Trading Arrangements
9 Months Ended
Sep. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

Item 5.  Other Information

 

None.

Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and footnotes of Blackboxstocks Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

The accompanying condensed consolidated financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. For the year ended December 31, 2023, the Company incurred an operating loss of $5,297,671 and a net loss of $4,664,455. In addition, for the nine months ended September 30, 2024, the Company incurred an operating loss of $2,452,989 and a net loss of $2,522,487. Cash flows used in operations totaled $3,166,067 for the year ended December 31, 2023, and $681,353 for the nine months ended September 30, 2024. The Company had cash of $60,921 as of September 30, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has executed a share exchange agreement with Evtec Aluminium Limited (“Evtec Aluminium”), whereby the Company expects to acquire all of the issued and outstanding share capital of Evtec Aluminium with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). The Exchange will be accounted for as a reverse acquisition with Evtec Aluminium being the accounting acquiror. The Company believes that the Exchange with Evtec Aluminium will attract additional capital investment as Evtec Aluminium is substantially larger than Blackbox and has a strong acquisition pipeline. Management has also implemented a number of initiatives aimed at improving operating cash flow including, new product development, revised marketing strategies and expense reductions. In addition, the Company has historically been able to raise debt or equity financing to meet its capital needs and is also evaluating strategic alternatives with respect to possible mergers or acquisitions. There can be no assurance that the Company’s operational changes will impact its cash flow or if it will be able to raise additional capital or on what terms or if it will be able to execute the planned Exchange with Evtec Aluminium.

 

The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

 

Consolidation, Policy [Policy Text Block] Principles of Consolidation. The condensed consolidated financial statements include the accounts of Blackboxstocks Inc and its wholly owned subsidiary Blackbox.io Inc., a Delaware corporation. All intercompany transactions and account balances between the Company and its subsidiary have been eliminated in consolidation. Transactions with its consolidated subsidiary are generally settled in cash.
Use of Estimates, Policy [Policy Text Block] Use of Estimates. The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP. Actual results could differ from those estimates.
Segment Reporting, Policy [Policy Text Block] Segments. The Company operates as a single segment.
Cash and Cash Equivalents, Policy [Policy Text Block] Cash. Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of three months or less.
Marketable Securities, Policy [Policy Text Block] Investments in Marketable Securities. The Company has invested in marketable securities which primarily consist of investments in mutual funds that hold commercial and government debt securities. These investments are recorded at fair value based on quoted prices at the end of the Company’s reporting period. Any realized or unrealized gains or losses are recognized in the accompanying statements of operations.
New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements. 

Recently Issued Accounting Pronouncements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

 

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclosure significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter. Adoption is not expected to have any impact on the Company’s disclosures.

 

Earnings Per Share, Policy [Policy Text Block]

Earnings or (Loss) Per Share. Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period. Therefore, because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for periods of loss.

 

The Company had total potential additional dilutive securities outstanding at September 30, 2024, as follows.

 

Series A Convertible Preferred Shares

    3,269,998  

Conversion rate

    0.2  

Common shares after conversion

    654,000  

Option shares

    200,875  

Warrant shares

    93,238  

 

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition. The Company operates under a software as a service (SaaS) model whereby we sell monthly and annual subscriptions allowing subscribers access to our platform. We recognize revenue over the subscription period (either monthly or annual) and record cash received but not yet earned as deferred revenue on our balance sheet.

 

Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations. Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment.

 

v3.24.3
Note 2 - Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

Series A Convertible Preferred Shares

    3,269,998  

Conversion rate

    0.2  

Common shares after conversion

    654,000  

Option shares

    200,875  

Warrant shares

    93,238  
v3.24.3
Note 5 - Warrants to Purchase Common Stock (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]
   

Number of

Shares

   

Weighted

Average

Exercise Price

   

Weighted

Average

Remaining Life

(in

years)

 

Warrants as of December 31, 2023

    109,584     $ 13.25       3.53  

Issued

    -     $ -       -  

Forfeited

    (16,346 )   $ 7.80       -  

Exercised

    -     $ -       -  

Warrants as of September 30, 2024

    93,238     $ 14.20       3.33  
v3.24.3
Note 6 - Incentive Stock Plan (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Share-Based Payment Arrangement, Option, Activity [Table Text Block]

Options as of December 31, 2023

    215,625     $ 8.97       8.37  

Issued

    -     $ -       -  

Forfeited

    (14,750 )   $ 6.23       8.83  

Exercised

    -     $ -       -  

Options as of September 30, 2024

    200,875     $ 9.17       7.58  
v3.24.3
Note 9 - Commitments and Contingencies (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

Year Ending December 31,

 

Amount

 

2024

  $ 22,655  

2025

    91,122  

2026

    93,136  

2027

    95,150  

2028

    72,495  

Total remaining lease payments

  $ 374,558  

Less: imputed interest

    (65,149 )

Present Value of remaining lease payments

  $ 309,409  
         

Current

  $ 63,281  

Noncurrent

  $ 246,127  
         

Weighted-average remaining lease term (years)

    3.25  

Weighted-average discount rate

    10.00 %
v3.24.3
Note 1 - Organization (Details Textual) - $ / shares
Sep. 30, 2024
Apr. 01, 2024
Dec. 31, 2023
Dec. 12, 2023
Common stock, par value (in dollars per share) $ 0.001   $ 0.001 $ 0.001
Preferred stock, par value (in dollars per share) 0.001      
Series A Preferred Stock [Member]        
Preferred stock, par value (in dollars per share) $ 0.001   $ 0.001  
Contribution Agreement [Member] | Blackbox.io Inc. [Member]        
Common stock, par value (in dollars per share)   $ 0.001    
Contribution Agreement [Member] | Blackbox.io Inc. [Member] | Series A Preferred Stock [Member]        
Preferred stock, par value (in dollars per share)   $ 0.001    
Contribution Agreement [Member] | Common Stock [Member] | Blackbox.io Inc. [Member]        
Investment Owned, Balance, Shares (in shares)   3,226,145    
Contribution Agreement [Member] | Series A Convertible Preferred Stock [Member] | Blackbox.io Inc. [Member] | Series A Preferred Stock [Member]        
Investment Owned, Balance, Shares (in shares)   3,369,998    
v3.24.3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Operating Income (Loss) $ (734,166)     $ (869,229)     $ (2,452,989) $ (4,247,332) $ (5,297,671)
Net loss (780,833) $ (877,943) $ (863,711) $ (671,745) $ (1,424,494) $ (1,900,368) (2,522,487) (3,996,607) (4,664,455)
Net Cash Provided by (Used in) Operating Activities, Total             (681,353) $ (3,199,362) $ (3,166,067)
Cash and Cash Equivalents, at Carrying Value $ 60,921           $ 60,921    
v3.24.3
Note 2 - Summary of Significant Accounting Policies - Potential Additional Dilutive Securities (Details)
9 Months Ended
Sep. 30, 2024
shares
Conversion rate 0.2
Common shares after conversion (in shares) 654,000
Warrant [Member]  
Warrant shares (in shares) 93,238
Share-Based Payment Arrangement, Nonemployee [Member]  
Option shares (in shares) 200,875
Series A Preferred Stock [Member]  
Convertible Preferred Shares (in shares) 3,269,998
v3.24.3
Note 3 - Investments (Details Textual) - USD ($)
Jul. 01, 2024
Dec. 12, 2023
Nov. 28, 2023
Jun. 09, 2023
Sep. 30, 2024
Jul. 03, 2024
Dec. 31, 2023
Share Price       $ 3.51      
Extension Amount       $ 400,000      
Other Liabilities, Current         $ 1,043,000   $ 0
Common stock, par value (in dollars per share)   $ 0.001     $ 0.001   $ 0.001
Capital Raise Benchmark   $ 5,000,000          
Ownership, Percentage of Aggregate Common Stock   70.40%          
Financing Receivable, before Allowance for Credit Loss $ 1,150,000            
Loans and Leases Receivable, Commitments, Interest Rate 12.00%            
Loan and Leases Receivable, Term 1 year            
Conversion Rate, Per Share $ 1,197.92            
Percent of Outstanding Ordinary Shares At Conversion 3.20%            
Post Money Value, At Conversion $ 48,136,000            
Share Exchange Rate           $ 294.17  
Percentage of Total Outstanding Shares           70.60%  
Series B Preferred Stock Converted into Common Stock [Member]              
Convertible Preferred Stock, Shares Issued upon Conversion         1    
Series B Preferred Stock Converted into Common Stock [Member] | Evtec [Member]              
Conversion of Stocks, Percentage of Total Common Stock Outstanding       43.00%      
Conversion of Evtec Group Preferred Shares into Ordinary Shares [Member] | Evtec [Member]              
Convertible Preferred Stock, Shares Issued upon Conversion       1      
Conversion of Preferred Stock Pursuant to Securities Exchange Agreement into Ordinary Share Member              
Conversion of Stock, Shares Converted     4,086 4,086      
Evtec [Member]              
Investment Owned, Balance, Shares (in shares)       4,086      
Investment Owned, Balance, Percentage of Total Outstanding Common Stock       13.00%      
Investment Owned, Cost       $ 8,424,000      
Investment Owned, Fair Value       8,424,000      
Extension Fee       400,000      
Evtec [Member]              
Legal Fees       $ 175,000      
Other Liabilities, Current         $ 1,043,000    
Preferred Stock Issued in Exchange for Preferred Shares From Other Company [Member] | Evtec [Member]              
Stock Issued During Period, Shares, New Issues       2,400,000      
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited     2,400,000 2,400,000      
v3.24.3
Note 4 - Stockholders' Equity (Details Textual)
3 Months Ended 9 Months Ended
Jul. 01, 2024
USD ($)
$ / shares
shares
Sep. 30, 2024
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
Dec. 31, 2023
$ / shares
shares
Dec. 12, 2023
$ / shares
Oct. 14, 2021
USD ($)
shares
Preferred stock, par value (in dollars per share) | $ / shares   $ 0.001   $ 0.001        
Common stock, shares authorized (in shares)   100,000,000   100,000,000   100,000,000    
Common stock, par value (in dollars per share) | $ / shares   $ 0.001   $ 0.001   $ 0.001 $ 0.001  
Proceeds from Issuance of Common Stock | $       $ 1,200,000 $ 0      
Stock Issued During Period, Value, New Issues | $   $ 1,200,000 $ 8,424,000          
Stock Purchase Agreement [Member]                
Common stock, par value (in dollars per share) | $ / shares $ 0.001              
Stock Issued During Period, Shares, New Issues 312,500              
Shares Issued, Price Per Share (in dollars per share) | $ / shares $ 4              
Proceeds from Issuance of Common Stock | $ $ 1,250,000              
Stock Purchase Agreement [Member] | Chief Executive Officer [Member]                
Stock Issued During Period, Shares, New Issues 25,000              
Shares Issued, Price Per Share (in dollars per share) | $ / shares $ 4              
Stock Issued During Period, Value, New Issues | $ $ 100,000              
Stock Purchase Agreement [Member] | Quadrofoglio Holdings LLC [Member]                
Stock Issued During Period, Value, New Issues | $ $ 1,150,000              
One for Five Share Basis [Member]                
Convertible Preferred Stock, Shares Issued upon Conversion               5
One for Three Point ThreeShare Basis [Member]                
Convertible Preferred Stock, Shares Issued upon Conversion               3.3
One for Two Point Five Share Basis [Member]                
Convertible Preferred Stock, Shares Issued upon Conversion               2.5
One For One Point Seven Five Share Basis [Member]                
Convertible Preferred Stock, Shares Issued upon Conversion               1.75
Series B Preferred Stock Converted into Common Stock [Member]                
Convertible Preferred Stock, Shares Issued upon Conversion   1   1        
Conversion of Preferred Stock, Maximum Conversion Allowed, Percentage of Outstanding Common Stock       19.90%        
Total Preferred Stock [Member]                
Preferred stock, shares authorized (in shares)   10,000,000   10,000,000        
Series A Preferred Stock [Member]                
Preferred stock, shares authorized (in shares)   5,000,000   5,000,000   5,000,000    
Preferred stock, par value (in dollars per share) | $ / shares   $ 0.001   $ 0.001   $ 0.001    
Preferred Stock, Number of Votes Per Share   100   100        
Preferred stock, shares outstanding (in shares)   3,269,998   3,269,998   3,269,998    
Convertible Preferred Stock, Shares Issued upon Conversion               1
Series A Preferred Stock [Member] | Maximum [Member] | One for Five Share Basis [Member]                
Market Capitalization, Conversion Threshold, Value | $               $ 150,000,000
Series A Preferred Stock [Member] | Maximum [Member] | One for Three Point ThreeShare Basis [Member]                
Market Capitalization, Conversion Threshold, Value | $               200,000,000
Series A Preferred Stock [Member] | Maximum [Member] | One for Two Point Five Share Basis [Member]                
Market Capitalization, Conversion Threshold, Value | $               250,000,000
Series A Preferred Stock [Member] | Maximum [Member] | One For One Point Seven Five Share Basis [Member]                
Market Capitalization, Conversion Threshold, Value | $               350,000,000
Series A Preferred Stock [Member] | Minimum [Member] | One for Three Point ThreeShare Basis [Member]                
Market Capitalization, Conversion Threshold, Value | $               150,000,000
Series A Preferred Stock [Member] | Minimum [Member] | One for Two Point Five Share Basis [Member]                
Market Capitalization, Conversion Threshold, Value | $               200,000,000
Series A Preferred Stock [Member] | Minimum [Member] | One For One Point Seven Five Share Basis [Member]                
Market Capitalization, Conversion Threshold, Value | $               250,000,000
Series A Preferred Stock [Member] | Minimum [Member] | One For One Share Basis [Member]                
Market Capitalization, Conversion Threshold, Value | $               $ 350,000,000
Series B Convertible Preferred Stock [Member]                
Preferred stock, shares authorized (in shares)   2,400,000   2,400,000        
Series B Preferred Stock [Member]                
Preferred stock, shares authorized (in shares)   10,000,000   10,000,000   10,000,000    
Preferred stock, par value (in dollars per share) | $ / shares   $ 0.001   $ 0.001   $ 0.001    
Preferred stock, shares outstanding (in shares)   0   0   0    
v3.24.3
Note 5 - Warrants to Purchase Common Stock - Warrant Activity (Details) - $ / shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Warrants, number of shares (in shares)   109,584
Warrants, average remaining life (Year) 3 years 3 months 29 days 3 years 6 months 10 days
Issued, number of shares (in shares) 0  
Forfeited (in shares) (16,346)  
Forfeited (in dollars per share) $ 7.8  
Exercised, number of shares (in shares) 0  
Warrants, number of shares (in shares) 93,238  
Warrants, exercise price (in dollars per share) $ 14.2  
Minimum [Member]    
Warrants, exercise price (in dollars per share)   $ 13.25
Issued, exercise price (in dollars per share) 0  
Exercised, exercise price (in dollars per share) $ 0  
v3.24.3
Note 6 - Incentive Stock Plan (Details Textual) - The 2021 Incentive Stock Plan [Member] - USD ($)
Sep. 30, 2024
Feb. 06, 2023
Oct. 07, 2022
Oct. 06, 2022
Common Stock, Capital Shares Reserved for Future Issuance   612,500 312,500 187,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number 198,877      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares 1,998      
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount $ 15,276      
v3.24.3
Note 6 - Incentive Stock Plan - Option Activity Under Stock Plan (Details) - $ / shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Options, weighted average remaining life (Year) 7 years 6 months 29 days  
Options, number (in shares) 200,875  
Options, weighted average exercise price (in dollars per share) $ 9.17  
The 2021 Incentive Stock Plan [Member]    
Options, number (in shares)   215,625
Options, weighted average exercise price (in dollars per share)   $ 8.97
Options, weighted average remaining life (Year)   8 years 4 months 13 days
Issued, number (in shares) 0  
Issued, weighted average exercise price (in dollars per share) $ 0  
Forfeited, number (in shares) (14,750)  
Forfeited, weighted average exercise price (in dollars per share) $ 6.23  
Forfeited, weighted average remaining life (Year) 8 years 9 months 29 days  
Exercised, number (in shares) 0  
Exercised, weighted average exercise price (in dollars per share) $ 0  
v3.24.3
Note 7 - Related Party Transactions (Details Textual) - $ / shares
Jul. 01, 2024
Mar. 16, 2023
Stock Purchase Agreement [Member]    
Stock Issued During Period, Shares, New Issues 312,500  
Shares Issued, Price Per Share (in dollars per share) $ 4  
Chief Executive Officer [Member]    
Treasury Stock, Shares, Acquired   282,501
Shares Acquired, Average Cost Per Share   $ 0.28
Chief Executive Officer [Member] | Stock Purchase Agreement [Member]    
Stock Issued During Period, Shares, New Issues 25,000  
Shares Issued, Price Per Share (in dollars per share) $ 4  
v3.24.3
Note 8 - Debt (Details Textual) - USD ($)
Sep. 27, 2024
May 28, 2024
May 01, 2020
Sep. 30, 2024
Oct. 14, 2021
Aug. 31, 2021
Paycheck Protection Program CARES Act [Member]            
Proceeds from Issuance of Long-Term Debt     $ 130,200      
Debt Instrument, Interest Rate, Stated Percentage     1.00%   1.00%  
Long-Term Debt           $ 96,795
Notes Payable, Noncurrent       $ 17,874    
Merchant Cash Advance Agreement [Member]            
Proceeds from Short-Term Debt $ 99,250 $ 198,500        
Short Term Borrowings, Future Receivables Purchases Total 136,000 272,000        
Short-term Debt. Weekly Payment Amount $ 4,857 $ 9,714        
Short-term Debt, Outstanding Amount       $ 190,264    
v3.24.3
Note 9 - Commitments and Contingencies (Details Textual)
9 Months Ended
Jun. 20, 2023
USD ($)
Sep. 30, 2024
USD ($)
ft²
Operating Lease, Expense   $ 70,000
Lawsuit Filed By Feenix Payment Systems [Member]    
Loss Contingency, Damages Sought, Value $ 500,000  
Expanded Office Space, 5430 LBJ Freeway Dallas Texas [Member]    
Area of Real Estate Property | ft²   2,685
v3.24.3
Note 9 - Commitments and Contingencies - Future Lease Payment Obligations (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
2024 $ 22,655  
2025 91,122  
2026 93,136  
2027 95,150  
2028 72,495  
Total remaining lease payments 374,558  
Less: imputed interest (65,149)  
Present Value of remaining lease payments 309,409  
Lease liability right of use, current 63,281 $ 64,818
Lease liability right of use, long term $ 246,127 $ 287,417
Weighted-average remaining lease term (years) (Year) 3 years 3 months  
Weighted-average discount rate 10.00%  

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