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Blackboxstocks Inc. (NASDAQ:BLBX), whose stock has surged over 179% year-to-date according to InvestingPro data, announced Friday that it has entered into a second amendment to its previously disclosed merger agreement with REalloys Inc. and RABLBX Merger Sub Inc., a wholly owned subsidiary of Blackboxstocks. The micro-cap company, currently valued at approximately $25.7 million, has shown remarkable market momentum despite challenging financial metrics. The information was disclosed in a press release statement filed with the Securities and Exchange Commission.
The amendment revises the definition of "Permitted Transfer" in the Contingent Value Rights (CVR) Agreement, which is attached as Exhibit E to the original merger agreement. According to the filing, the updated definition outlines specific scenarios in which CVRs may be transferred. These include transfers upon the death of the holder, transfers to trusts, transfers pursuant to court orders, transfers by operation of law such as in a merger or consolidation, and transfers involving tax-qualified employee benefit plans and individual retirement accounts. The amendment also allows for certain transfers involving nominees and beneficial owners, as permitted by the Depository Trust Company (DTC).
The merger agreement, originally reported on March 10, 2025, provides for REalloys to merge with and into RABLBX Merger Sub Inc., after which REalloys would become a wholly owned subsidiary of Blackboxstocks. InvestingPro analysis indicates the company faces financial challenges, with a weak overall health score and current ratio of 0.2, suggesting potential liquidity concerns that could impact the merger implementation. A previous amendment dated July 1, 2025, allowed Blackboxstocks to conduct an at-the-market offering of up to 250,000 shares of its common stock without affecting the calculation of shares to be issued in the merger.
The company stated that the full text of the second amendment is included as an exhibit to its current SEC filing. Blackboxstocks is incorporated in Nevada and its common stock trades on the NASDAQ Capital Market under the symbol BLBX. Trading at $6.46, the stock appears overvalued according to InvestingPro Fair Value metrics, which also reveals 8 additional key insights about the company’s financial position and market performance.
In other recent news, Blackboxstocks Inc. has provided an update on its pending acquisition of REalloys Inc., a company specializing in rare earth materials. The merger agreement was executed on March 10, 2025, and the transaction is anticipated to close in late August, contingent on approvals from the SEC, Nasdaq, and stockholders. Additionally, Blackboxstocks has entered into a $5.8 million at-the-market equity agreement with Alexander Capital, allowing for the sale of shares at prevailing market prices. This agreement enables Alexander Capital to act as the sales agent, selling shares on behalf of Blackboxstocks as per the company’s instructions.
Furthermore, Blackboxstocks has amended its merger agreement with REalloys to permit an at-the-market stock offering of up to 250,000 shares. This amendment ensures that the offering does not impact the calculation of shares to be issued in the planned merger. The amendment includes a "Permitted Shelf Takedown," allowing for the offering under Blackboxstocks’ shelf registration statement. These recent developments highlight Blackboxstocks’ strategic moves in both acquisition and equity offerings.
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