blkbx20230130_8k.htm
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0001567900
0001567900
2023-01-26
2023-01-26
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): January 26, 2023
BLACKBOXSTOCKS INC.
(Exact name of registrant as specified in its charter)
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Nevada
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0-55108
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45-3598066
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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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 240.14d-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:
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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 ☒
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director and Appointment of New Director
On January 26, 2023 Andrew Malloy informed the Company of his resignation as a director with immediate effect. Mr. Malloy’s resignation was not due to any disagreement with the Company regarding its operations, policies or procedures.
On January 31, the Company’s board of directors accepted the resignation of Mr. Malloy and appointed Keller Reid as a director to fill the vacancy. Mr. Reid has been Director of Trading and Technology for Akerman Capital Management, a family office based in Dallas Texas for over eight years. Ray Balestri, a current director, will succeed Mr. Malloy as chairman of the audit committee.
In connection with his appointment, the Board has affirmatively determined that Mr. Reid shall be deemed an independent director pursuant to Nasdaq's governance listing standards.
Mr. Reid’s compensation for service as non-employee director will be consistent with that of the Company’s other non-employee directors, subject to proration to reflect the commencement date of his service on the Board.
There are no arrangements or understandings between Mr. Reid and any other person pursuant to which Mr. Reid was named as a director of the Company. Mr. Reid has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
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: January 31, 2023
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BLACKBOXSTOCKS INC.
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By:
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/s/ Gust Kepler
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Gust Kepler, President and Chief Executive Officer
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