UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 110, 2025

BLACKBOXSTOCKS INC.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s Telephone Number, Including Area Code: (972) 726-9203

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 1.0801 ~~Shareholder~~Entry ~~Director~~into ~~Nominations~~a Material Definitive Agreement.

~~The~~Third Amendment Board of Directors of Blackboxstocks Inc., a Nevada corporation (the “Company”), has fixed February 2, 2026, as the date for the 2025 Annual Meeting of the Stockholders (the “2025 Annual Meeting”), and the close of business on December 10, 2025, as the record date for determining stockholders entitled to ~~receive~~Merger notice of, and vote at, the 2025 Annual Meeting. Time and location information for the 2025 Annual Meeting will be set forth in the Company’s proxy statement for the 2025 Annual Meeting, which will be filed prior to the 2025 Annual Meeting with the Securities and Exchange Commission (“SEC”).Agreement

~~Deadlines~~As previously ~~for~~reported ~~submission~~in ofthe ~~nominations~~Current ~~and~~Report ~~shareholder~~on ~~proposals~~Form ~~are~~8-K ~~set~~dated ~~out~~March ~~below~~10, 2025, Blackboxstocks Inc., ~~Please~~a ~~refer~~Nevada tocorporation ~~the~~(“Blackboxstocks”), entered ~~Company’s~~into ~~Amended~~an Agreement and ~~Restated~~Plan ~~Bylaws~~of Merger (the “~~Bylaws~~Merger Agreement”) ~~for~~with ~~additional~~RABLBX ~~information~~Merger Sub inc., ~~The~~a ~~Bylaws~~Nevada ~~were~~corporation ~~filed~~and wholly-owned assubsidiary ~~Exhibit~~of 3Blackboxstocks (“Merger Sub”) and REalloys Inc.1, toa ~~the~~Nevada ~~Company’s~~corporation ~~Current~~(“REalloys”), pursuant ~~Report~~to onwhich ~~Form~~REalloys ~~8-K~~will ~~filed~~merge with ~~the~~and ~~SEC~~into onMerger ~~April 19~~Sub, ~~2022~~Merger Sub will cease to exists and REalloys will become a wholly-owned subsidiary of Blackboxstocks (the “Merger”).

InAs previously ~~accordance~~reported ~~with~~in the ~~rules~~Current ofReport ~~the~~on ~~Securities~~Form ~~and~~8-K ~~Exchange~~dated ~~Commission~~July ~~(the~~1, ~~“SEC”)~~2025, ~~and the Company’s Bylaws~~Blackboxstocks, ~~any~~Merger ~~stockholder~~Sub ~~proposal~~and ~~intended~~REalloys toentered beinto ~~considered~~a ~~for~~First Amendment ~~inclusion~~to inAgreement ~~the~~and ~~Company’s~~Plan ~~proxy~~of ~~materials~~Merger ~~for~~ (the ~~2025~~“First ~~Annual~~Amendment”) ~~Meeting~~in ~~must~~order ~~have been delivered~~ to, orreflect ~~mailed~~Blackboxstocks’ intent to ~~and~~conduct an ~~received~~ at, -the-market ~~Company’s~~offering ~~principal~~of ~~executive~~its ~~offices~~common ~~located at 5430 LBJ Freeway~~stock, ~~Suite~~pursuant ~~1485,~~to ~~Dallas,~~which ~~Texas~~up ~~75240,~~to ~~Attention: Secretary~~250,000 onshares ~~or before the close~~ of ~~business~~Blackboxstocks oncommon ~~October~~stock ~~10,~~may ~~2025,~~be ~~which~~sold ~~represents~~and issued ~~the~~without ~~date~~affecting ~~that is 120 days prior to February 7, 2026,~~ the ~~one-year~~calculation ~~anniversary~~ of ~~the~~Company ~~2024~~Merger ~~Annual~~Shares ~~Meeting~~(as ofdefined in the ~~Stockholders.~~Merger InAgreement) ~~addition~~ to ~~complying with this deadline, stockholder proposals intended to~~ be ~~considered~~issued ~~for inclusion~~ in the ~~Company’s proxy materials for the 2025 Annual Meeting must also comply with all applicable rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended~~Merger.

Additionally, as previously reported in the Current Report on Form 8-K dated August 22, 2025, Blackboxstocks, Merger Sub and REalloys entered into a Second Amendment to Agreement and Plan of Merger (the “Second Amendment”) in order to delete and restate in its entirety the definition of “Permitted Transfer” in the CVR Agreement, which is attached as Exhibit E to the Merger Agreement.

On December 10, 2025, Blackboxstocks, Merger Sub and REalloys entered into a Third Amendment to Agreement and Plan of Merger (the “Third Amendment”) in order to delete and restate in its entirety the Option Agreement, which is attached as Exhibit D to the Merger Agreement (the “Option Agreement”), to, among other things:

●

Revise the definition of “Shares” to reflect the shares of the Company’s Series A Convertible Preferred Stock held by the Stockholder as of the Option Right Closing Date (as such terms are defined in the Option Agreement);

●

Further clarify the Shares applicable under the Option Rights and Option Consideration (as such terms are defined in the Option Agreement); and

●

Provide for an additional restrictive covenant, pursuant to which the Stockholder may not Transfer any of the Shares without express written consent of the Company (as such terms are defined in the Option Agreement).

The foregoing description of the Third Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Third Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)

The following exhibits are filed with this Current Report on Form 8-K.

Exhibit		Description
2.1		Third Amendment to Agreement and Plan of Merger, dated December 10, 2025, by and among Blackboxstocks Inc., RABLBX Merger Sub, Inc., and REalloys Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 1, 2025	Blackboxstocks Inc.
Dated: December 10, 2025	Blackboxstocks Inc.
	By:	/s/ Gust Kepler
		Gust Kepler
		President and Chief Executive Officer

Filing Compare · REALLOYS INC.