BLACKBOXSTOCKS INC. 8-K

What Happened
Blackboxstocks Inc. (BLBX) held a Special Meeting on January 30, 2026 (record date December 19, 2025) and its stockholders approved the merger with REalloys Inc. and related proposals under the Merger Agreement (originally dated March 10, 2025, with subsequent amendments). Shareholder votes also approved the Nasdaq-related issuance/change-of-control proposal, a 2025 long-term Incentive Plan, an increase in authorized common shares from 100,000,000 to 350,000,000, and an adjournment proposal. The proposed reverse stock split (1-for-2 to 1-for-5 at the board’s discretion, to be approved by REalloys) was not approved by the holders of a majority of the issued and outstanding common stock voting separately as a class.

Key Details

• Record date: December 19, 2025; Special Meeting date: January 30, 2026. Total Voting Stock represented 331,304,393 votes (4,305,133 common shares; 3,269,998 Series A preferred shares equating to 326,999,800 votes).
• Nasdaq Proposal (issuance >20% of pre-merger common shares and change of control): Approved — For 327,933,072.75; Against 1,161; Withheld/Abstentions 2,263.
• Incentive Plan Proposal: Approved — For 327,933,072.75; Against 96,379; Withheld 3,360.95.
• Reverse Stock Split Proposal: Not approved by Common Stock class — Common-class vote For 924,409.75; Against 11,409; Withheld 878 (failed to obtain a majority of issued and outstanding common shares). Voting-stock tally showed For 327,924,209.75; Against 11,409; Withheld 878.
• Authorized Share Increase (100M → 350M): Approved — For 327,891,915.81; Against 43,010; Withheld 1,569.95.
• Adjournment Proposal: Approved — For 327,909,071.75; Against 24,303; Withheld 3,121.

Why It Matters
The stockholder approvals (including the Nasdaq-related issuance and change-of-control vote) clear key corporate approvals needed for BLBX to proceed with the merger transaction with REalloys and to issue shares tied to that transaction. Approval to increase authorized common shares gives the company capacity to issue more stock for the merger, incentives, or other corporate needs. The failure of the reverse stock split limits management’s near-term ability to consolidate shares to potentially raise per-share price or meet listing/marketability objectives; that proposal required separate approval by the common-stock class and did not pass. Investors should note the merger-related approvals and the authorized share increase as material corporate actions disclosed in the 8-K.