Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03, the information contained in Item 5.03 of
this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 14, 2023, the Board of Directors (the "Board") of Blackboxstocks Inc.
("the Company") unanimously adopted resolutions declaring the advisability of,
and recommending that stockholders approve, an amendment (the "Amendment") to
the Company's Articles of Incorporation to effect a reverse split of the
Company's Common Stock (the "Reverse Stock Split") at a ratio of up to
one-for-seven, with our Board being authorized to determine the exact ratio
within such range (the "Split Ratio"). Also on March 14, 2023, the stockholders
of the Company holding a majority in voting power of issued and outstanding
Common Stock, as a class, and all of our issued and outstanding shares of Series
A Convertible Preferred Stock, adopted by written consent, resolutions approving
the Reverse Stock Split and Amendment. Thereafter, on April 7, 2023 the Board
approved a Split Ratio for the Reverse Stock Split of one-for-four.
On April 10, 2023, the Company filed the Amendment to the Company's Articles of
Incorporation with the Nevada Secretary of State to effect the Reverse Stock
Split at a Split Ratio of one-for-four. The Amendment takes effect April 10,
2023 at 4:01 p.m. Eastern Daylight Time (the "Effective Time") and the Company's
Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital
Market at the commencement of trading on April 11, 2023 under the Company's
existing symbol "BLBX." The Company's Common Stock has been assigned a new CUSIP
number of 09229E 303 in connection with the Reverse Stock Split. No fractional
shares will be issued as a result of the Amendment. All stockholders who would
be entitled to receive fractional shares as a result of the Reverse Stock Split
will receive one whole share for their fractional share interest. There was no
change in the par value of our Common Stock or Preferred Stock.
As a result of the Reverse Stock Split, every 4 shares of the Company's Common
Stock issued and outstanding immediately prior to the Effective Time will be
consolidated into one issued and outstanding share. In addition, proportionate
adjustments will be made to the exercise prices of the Company's outstanding
stock options and warrants and to the number of shares issued and issuable under
the Company's existing stock incentive plans.
The Company has retained its transfer agent, Securities Transfer Corporation
(the "STC"), to act as its exchange agent for the Reverse Stock Split. STC will
provide stockholders of record a letter of transmittal providing instructions
for the delivery to STC of their current certificates. STC will be issuing all
of the post-split shares through their paperless Direct Registration System,
also known as "book-entry form." STC will hold the shares in an account set up
for the stockholder. Stockholders who wish to hold paper certificates may obtain
such certificates upon request to STC. Stockholders owning shares via a broker
or other nominee will have their positions automatically adjusted to reflect the
Reverse Stock Split, subject to brokers' particular processes, and should not be
required to take any action in connection with the Reverse Stock Split. No
fractional shares of the Company's Common Stock will be issued in connection
with the Reverse Stock Split. If as a result of the Reverse Stock Split, a
stockholder of record would otherwise hold a fractional share, the stockholder
will receive one whole share in lieu of the issuance of any such fractional
share.
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The foregoing description of the 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 Amendment, which is attached as Exhibit 3.1 to this Current Report on
Form 8-K.
Item 7.01 Regulation FD Disclosure.
On April 10, 2023, the Company issued a press release titled, "Blackboxstocks,
sets Reverse Stock Split Ratio at 1 for 4." A copy of the press release is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report on Form 8-K.
Exhibit Description
3.1 Certificate of Amendment to Articles of Incorporation filed April
10, 2023
99.1 Press Release dated April 10, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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