BLACKBOXSTOCKS INC.

1. 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, 2025. 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, 2024.

Going Concern. 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 year ended December 31, 2024, the Company incurred an operating loss of $3,309,064 and a net loss of $3,471,227. For the nine months ended September 30, 2025, the Company incurred an operating loss of $2,470,009 and a net loss of $2,819,009. Cash flows used in operations totaled $2,819,753 for the nine months ended September 30, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

On March 10, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, REalloys is expected to merge with and into Merger Sub, at which time Merger Sub will cease to exist and REalloys will become a wholly-owned subsidiary of the Company (the “Merger”). At the closing of the Merger (the “Closing”), the holders of capital stock and outstanding instruments convertible into or exercisable for capital stock of REalloys will receive shares of common and preferred stock of the Company, $0.001 par value, based on an exchange ratio formula in the Merger Agreement (the “Exchange Ratio”) or as otherwise agreed to in the Merger Agreement, which is subject to adjustment in the event the parties raise capital in excess of certain thresholds. Immediately following Closing, based upon the Exchange Ratio, pre-Closing stockholders of the Company are expected to collectively retain approximately 7.3% of the post-Close aggregate common stock of the Company, par value $0.001 (the “Company Common Stock”) and holders of REalloys capital stock and instruments convertible into or exercisable for capital stock of the REalloys will receive as merger consideration common and convertible preferred stock of the Company Common Stock representing approximately 92.7% of the post-Close aggregate as common of the Company. The Company believes that REalloys will be able to raise substantial capital and already has completed a financing that will provide $5,000,000 upon completion of the Merger. Closing of the Merger is subject to various customary closing conditions including but not limited to the SEC declaring the registration statement effective, approval of REalloys initial listing application by Nasdaq, and stockholder approval.

In addition, the Company entered into a Securities Purchase Agreement with Five Narrow Lane LP, on January 17, 2025 (which was later amended on January 27, 2025, pursuant to which the Company agreed to issue, and Five Narrow Lane LP agreed to purchase a debenture (the “Purchase Agreement”). The Purchase Agreement provides for financing of up to an aggregate principal amount $2,300,000 of which $2,050,000 was received during the period ended September 30, 2025. There can be no assurance that the merger with REalloys will be completed and the related financing will be received.

The Company has historically been able to raise capital in order to fund its operations and on January 31, 2025, the Company filed a registration statement on Form S-3 for the sale of up to $50,000,000 of securities. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. On July 1, 2025 the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P. (“Alexander Capital”). Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock having an aggregate offering price of up to $5,795,000. Sales of the shares are to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). As sales agent, Alexander Capital will offer the shares at prevailing market prices and use its commercially reasonable efforts, consistent with its sales and trading practices, to sell on the Company’s behalf all of the shares requested to be sold by the Company, subject to the terms and conditions of the ATM Agreement. As of October 15, 2025, the Company has raised gross proceeds of $1,445,712 under the ATM Agreement from the sale of 191,644 shares of its common stock. See Note 3.

There can be no assurance that the Company will be able to raise any capital or on acceptable terms.

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.

Subsequent Events. The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration.

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 period of loss.

The Company had total potential additional dilutive securities outstanding at September 30, 2025, as follows.

2. Investments

On January 13, 2025, pursuant to Section 8.1 of that certain, Share Exchange Agreement dated December 12, 2023, among the Company, Evtec Aluminium Limited (“Evtec”) and certain other parties, the Company and Evtec centered into a termination agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Share Exchange Agreement. As a result of the Termination Agreement, the Share Exchange Agreement is of no further force and effect (other than certain customary limited provisions that survive termination pursuant to the terms of the Share Exchange Agreement) and any ancillary agreements entered into in connection with the Share Exchange Agreement will also automatically terminate in accordance with their respective terms. On January 22, 2025, the Company withdrew its Registration Statement on Form S-4 previously filed in connection with the Share Exchange Agreement.

Prior to the Termination Agreement, Evtec provided $1,293,000 of financial support to the Company. On August 13, 2025, the Company and Evtec entered into a settlement agreement whereby Evtec and the Company cancelled the $1,150,000 note due by Evtec and the $1,293,000 advance due by the Company in return for a $100,000 note from Blackbox.io to Evtec due on July 1, 2026. The Company recorded a gain of $93,000 on the settlement agreement.

3. Stockholders’** Equity**

During the nine months ended September 30, 2025, the Company issued 30,000 shares of common stock valued at $104,300 for consulting services.

During the nine months ended September 30, 2025, the Company issued 15,000 shares of common stock valued at $49,650 for financing costs.

During the nine months ended September 30, 2025, the Company issued 10,610 shares of common stock for the cashless exercise of options.

On July 1, 2025 the Company entered into an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P.. Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock having an aggregate offering price of up to $5,795,000. Sales of the shares are to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. As sales agent, Alexander Capital will offer the shares at prevailing market prices and use its commercially reasonable efforts, consistent with its sales and trading practices, to sell on the Company’s behalf all of the shares requested to be sold by the Company, subject to the terms and conditions of the ATM Agreement. As of September 30, 2025, the Company has raised gross proceeds of $1,120,795 from the ATM from the sale of 160,276 shares of its common stock and incurred $83,824 in expenses including fees of Alexander Capital and legal fees.

Warrants

During the period ended September 30, 2025, the Company calculated the fair value of the warrants granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of 3.96%, expected volatility of 150% based on the volatility of the Company’s common stock, exercise price of $5.46, and terms of 5 years.

During the period ended September 30, 2025, the Company issued a warrant for 33,700 shares with an exercise price of $5.46 and a term of 5 years to its placement agent in connection with the issuance of the Senior Secured Debenture (See Note 3). The warrant was valued at $233,010 and vested at issuance.

4. Incentive Stock Plan

During the period ended September 30, 2025, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of 4.43%, expected volatility of 153% based on the volatility of the Company’s common stock, exercise price of $3.46, and terms of 10 years.

During the period ended September 30, 2025,46,787 shares of restricted common stock valued at $161,430 were granted. The restricted common stock shares vest in equal amounts on March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025.

During the period ended September 30, 2025,10,000 shares of restricted common stock valued at $29,000 were granted. The restricted common stock vested at issuance.

The following table presents the Company’s options as of September 30, 2025:

At September 30, 2025, options to purchase 128,875 shares of common stock were vested and options to purchase 3,750 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $12,800 as they vest.

5. Related Party Transactions

During the nine months ended September 30, 2025, Mr. Kepler advanced the Company $360,000 and the Company repaid Mr. Kepler $436,209. At September 30, 2025, and December 31, 2024, advances totaling approximately $0 and $101,000, respectively, remained due to Mr. Kepler.

6. Debt

Senior Secured Debenture

The Company entered into a Securities Purchase Agreement dated with Five Narrow Lane LP (“FNL”), on January 17, 2025 which was later amended on January 27, 2025 (the “FNL Purchase Agreement”), pursuant to which the Company agreed to issue, and FNL agreed to purchase, a debenture (defined therein as the “Additional Debenture”). The FNL Purchase Agreement provides for financing of up to an aggregate principal amount of $2,300,000 of which $2,050,000 has been received. In addition, pursuant to the terms of the Additional Debenture, upon consummation of the Merger with REalloys, the Company shall, at its option, either (i) pay FNL in cash the entire principal amount of the Additional Debenture then outstanding, together with all accrued and unpaid interest thereon, the exit fee and any other amounts due thereunder, or (ii) issue to FNL such number of shares of Series C Convertible Preferred Stock, par value $0.001 per share, to be established by the Company upon closing of the Merger (the “Series C Stock”) for aggregate stated value equal to (x)3.0 multiplied by (y) the entire principal amount of the Additional Debenture then outstanding, together with all accrued and unpaid interest thereon, the exit fee and other amounts due thereunder. The Company has filed a registration statement (the “Resale Registration Statement”) with the SEC registering the resale of common stock underlying the Additional Debenture (the “Resale Securities”) which was declared effective by the SEC on May 5, 2025. Prior to the consummation of the Merger, the Additional Debenture is convertible into common stock at a conversion price of $5.46 per share. As of September 30, 2025, FNL had converted $609,650 of the Additional Debenture into 111,658 shares of common stock. See Note 8.

The Company incurred issuance costs of approximately $255,000 related to the Additional Debenture, which are being amortized over the life of the Additional Debenture.

The Additional Debenture is secured by substantially all of the assets of the Company, including its wholly owned subsidiary, and contains customary negative and affirmative covenants. The Company was in compliance with these covenants at September 30, 2025. The Additional Debenture matures on the earlier of January 17, 2026, or the date on which the Merger with REalloys is completed.

Convertible Note Payable

In connection with the Senior Secured Debenture with FNL, the Company incurred issuance costs of $164,000 payable to Palladium Capital Group (“Palladium”), the placement agent. The Company and Palladium entered into a 7% convertible note payable to settle the issuance costs. The convertible note, has a present conversion price $5.46 per share of common stock, matures on the earlier of January 17, 2026, or the effective date of the Merger.

In connection with the sale of the Additional Debenture to FNL, the Company incurred issuance costs of $164,000 payable to Palladium Capital Group (“Palladium”), the placement agent. The Company issued Palladium a 7% convertible note payable to settle the issuance costs. The convertible note has a present conversion price $5.46 per share of common stock and matures on the earlier of January 17, 2026, or the effective date of the Merger with REalloys.

Note Payable

On August 13, 2025, the Company and Evtec entered into a settlement agreement whereby Evtec and the Company cancelled the $1,150,000 note due by Evtec and the $1,293,000 advance due by the Company to Evtec in return for a $100,000 note from Blackbox.io to Evtec due on July 1, 2026. The Note is unsecured and bears interest at 10% per annun.

Merchant Cash Advances

During February 2025, the Company’s September 27, 2024 merchant cash advance was amended to reduce the weekly payments. Under the amended agreement, the merchant cash advance was to be repaid through eight weekly payments of $1,214, two weekly payments of $4,585, and eight weekly payments of $3,643.

During February 2025, the Company’s October 31, 2024 merchant cash advance was amended to reduce the weekly payments. Under the amended agreement, the merchant cash advance was to be repaid through eight weekly payments of $2,040, seven weekly payments of $8,160, and eight weekly payments of $36,120.

The Company issued 15,000 shares of common stock with a value of $49,650 in consideration for amending the two merchant cash advances. The amendments of the cash advances were accounted for as a debt extinguishment and reissuance in accordance with ASC 470-50-40-10.

As of September 30, 2025, the merchant cash advances had been fully repaid.

7. Commitments and Contingencies

Merger Agreement

On March 10, 2025 the Company entered into its Merger Agreement with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company and REalloys. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, REalloys will merge with and into Merger Sub, Merger Sub will cease to exist and REalloys will become a wholly-owned subsidiary of the Company. At the Closing of the Merger, the holders of capital stock and outstanding instruments convertible into or exercisable for capital stock of REalloys will receive shares of common and preferred stock of the Company, $0.001 par value, based on an Exchange Ratio formula in the Merger Agreement or as otherwise agreed to in the Merger Agreement, which is subject to adjustment in the event the parties raise capital in excess of certain thresholds. Immediately following Closing, based upon the Exchange Ratio, pre-Closing stockholders of the Company are expected to collectively retain approximately 7.3% of the post-Close aggregate Company Common Stock of the Company, par value $0.001 and holders of REalloys capital stock and instruments convertible into or exercisable for capital stock of the REalloys will receive as merger consideration newly issued shares of Company Common Stock representing approximately 92.7% of the post-Close aggregate as common and preferred stock of the Company. Closing of the Merger is subject to various customary closing conditions including but not limited to the SEC declaring the registration statement effective, approval of REalloys initial listing application by Nasdaq, and stockholder approval. The Merger will be accounted for as a reverse merger with REalloys being the accounting acquiror.

On July 1, 2025, the Company, Merger Sub and REalloys entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”) in order to reflect Blackboxstocks’ intent to conduct an at-the-market offering of its common stock, pursuant to which up to 250,000 shares of Blackboxstocks common stock may be sold and issued without affecting the calculation of Company Merger Shares (as defined in the Merger Agreement) to be issued in the Merger. Specifically, the First Amendment provides that:

On August 22, 2025, the Company, 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, as follows:

Registration Statement

On January 31, 2025, the Company filed a registration statement on Form S-3 for the sale of up to $50,000,000 of securities. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000.

Legal

From time to time in the normal course of business, the Company may be party to lawsuits or other claims. No such matters are expected to have a material impact on the Company’s financial position or results of operations.

8. Subsequent Event

Between October 1, 2025 and October 15, 2025, FNL converted an additional $982,800 of the Additional Debenture into 180,000 shares of common stock. FNL has converted a total of $1,592,450 of the $2,050,000 Additional Debenture of into common stock.