Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 15, 2019
BLACKBOXSTOCKS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 0-55108 | 45-3598066 |
|
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(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 (see General Instruction A.2. below):
[ ] 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 240.15d-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 |
| None | N/A | N/A |
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 [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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 July 1, 2019, Blackboxstocks Inc. (“the Company”) filed an amendment (the “Amendment”) to the Company’s Articles of Incorporation with the Nevada Secretary of State to effect a reverse split of the Company’s Common Stock at a ratio of one-for-three. The Amendment took effect on July 15, 2019. No fractional shares will be issued as a result of the Amendment. In lieu of issuing additional shares, 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.
The foregoing description is qualified in its entirety by the Amendment which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 15, 2019, the Company issued a press release titled, “Blackboxstocks, Inc. Announces 1 for 3 Reverse Stock Split.” 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 dated effective as of July 15, 2019 | |||
| 99.1 | Press Release dated July 15, 2019 | |||
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.
| Date: July 15, 2019 | ||
| BLACKBOXSTOCKS INC. | ||
| By: | /s/ Gust Kepler | |
| Gust Kepler | ||
| President and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit | Description | |||
| 3.1 | Certificate of Amendment to Articles of Incorporation dated effective as of July 15, 2019 | |||
| 99.1 | Press Release dated July 15, 2019 | |||
Blackboxstocks, Inc. Announces 1 for 3 Reverse Stock Split
Dallas, TX – July X, 2019 -- Blackboxstocks Inc. (OTC PINK: BLBX) (“Blackbox”) , a developer of real-time web and mobile based analytical software tools for stock and options traders, today announced that its Board of Directors has approved a reverse stock split of its common shares at a ratio of 1-for-3. The reverse stock split will become effective at the close of trading on Monday, July 15, 2019. The shares will begin trading on the split-adjusted basis under the Company's existing trading symbol "BLBX" at the open of trading on Tuesday, July 16, 2019.
The Board is effectuating the reverse stock split with the primary intent of increasing the market price of the Company’s common stock making it more attractive to a broader range of institutional and other investors and to facilitate a potential uplisting to a national securities exchange.
The reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 23.1 million to approximately 7.7 million. Adoption of the Reverse Stock Split will reduce the shares of Common Stock outstanding but will not affect the number of authorized shares of Common Stock. The Reverse Stock Split will have no effect on the par value of the Common Stock.
The reverse stock split uniformly affects all issued and outstanding shares of the Company’s common stock and will not significantly alter any stockholder's percentage ownership interest in Blackboxstocks. No fractional shares will be issued in connection with the reverse stock split. Each stockholder that would have been entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split will receive one (1) whole share of Common Stock in lieu of such fractional share as a result of the reverse stock split.
Securities Transfer Corporation is acting as the exchange agent and transfer agent for the reverse stock split and will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split stock certificates for post-split stock certificates. Persons who hold their shares in brokerage accounts or “street name” will not be required to take any further actions to effect the exchange of their certificates because your broker will make the appropriate adjustment to the number of shares held in your account following the Effective Date.
About Blackboxstocks, Inc.
Blackboxstocks, Inc. is a unique financial technology and social media platform that offers both web and mobile-based analytical software tools for stock and options traders of all levels. The Blackbox platform employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in rapid changes in a stock’s price. Long before the market opens, Blackbox servers drive proprietary algorithms at near light speed, similar to those used in “high frequency trading” (HFT), monitoring and analyzing over 13,000
stocks and options traded on the NYSE, NASDAQ, and OTC exchanges. Blackbox provides its users with a fully interactive chat and social media platform that is integrated into a simple and easy to use dashboard. Most recently, a live audio/video feature was introduced that enables subscribers to broadcast on their own channels in order to share trading strategies and market insight within the Blackbox community. Blackboxstocks has a growing base of users that spans 42 countries; current subscription fees are $99.97 per month or $959.00 annually. For more information, go to: www.blackboxstocks.com
Contacts:
Investors@blackboxstocks.com
Stephanie Prince
Managing Director
PCG Advisory
P: (646) 762-4518
sprince@pcgadvisory.com
Exhibit 3.1