REALLOYS INC.

Blackboxstocks Inc. operates a financial technology and social media hybrid platform that provides real-time proprietary analytics and news for stock and options traders. The company's web-based platform and native iOS and Android applications, known as the "Blackbox System," utilize "predictive technology" enhanced by artificial intelligence to identify volatility and unusual market activity that may lead to rapid price changes in stocks or options. The system continuously scans the NYSE, NASDAQ, CBOE, and other options markets, analyzing over 10,000 stocks and more than 1,500,000 options contracts multiple times per second. The company's mission is to offer sophisticated trading tools, previously accessible primarily to large institutional hedge funds and high-frequency traders, to retail investors at an affordable price, coupled with an interactive community and free educational resources.

The core business model is a subscription-based Software as a Service (SaaS) model, generating revenue from monthly or annual fees for platform access. The company serves a growing base of members across over 40 countries. In March 2025, Blackboxstocks initiated a program to expand product offerings through educational courses, both free webinars and paid courses, targeting current members, non-members, and former members. These courses are expected to become a significant additional revenue stream. The company also intends to provide products for professional traders and institutions, including custom trading solutions and API access to its data, anticipating high margins and greater stability from this market segment.

The Blackbox System offers a tiered pricing platform with four products: Options Basic, Options Plus, Equities Plus, and Equities and Options Premium. Monthly subscriptions range from $59 to $149 per month, while annual subscriptions are priced between $566.40 and $1,430.40. The Options Basic product includes real-time options flow, algo-based options alerts, institutional-grade charting, daily options OI changes, options volume ratio scanner, options heatmap, most active calls & puts, real-time news, analyst ratings, watch list, education program, and the BlackBox Mobile App. Options Plus adds Dark Pool Data (real-time & historical), Dark Pool Volume Profile Chart Study, multiple live options trading rooms, team trades with entries & exits, real-time Net Options Delta and Gamma Exposure, exclusive chart studies, GoNoGo Trend Study, historical options flow data, historical options volume, OI, & volatility dashboards, premarket, post market, & market scanners, volume ratio scanner, customizable alert notifications and alert stream, dynamic Discord community, and downloadable data. Equities Plus offers real-time stock data & algo scanners, volatility indicator (Level 2 driven), volume ratio scanner, premarket, post market, & market scanner, top gainers & top decliners, Dark Pool Data (real-time and historical), Dark Pool Volume Profile Chart Study, live stock and options trading rooms, team trades with entries & exits, exclusive chart studies, real-time news, analyst ratings, & watch list, education program, BlackBox Mobile App, and dynamic Discord community. The Equities and Options Premium product encompasses all features from Options Plus and Equities Plus, along with algo-based stock and options alerts, live stock and options trading rooms, team trades with entries and exits, Dark Pool Data (real-time and historical), institutional-grade charting with exclusive chart studies, real-time news, analyst ratings, & watch list, historical stock and options data, education program, BlackBox Mobile App, real-time market volatility scanner, dynamic Discord community, and downloadable data.

For the fiscal year ended December 31, 2025, total revenue was $2,431,233 ¹, a decrease of $135,713 ² or 5.3% ³ compared to $2,566,946 ⁴ in 2024. This decline was primarily due to a decrease in subscriptions, partially offset by an increase in other revenue, including sales of education seminars, which is a new revenue source for 2025. Gross margin for 2025 was $1,166,124 ⁵, representing 48.0% ⁶ of revenues, an increase from $1,129,663 ⁷ or 44.0% ⁸ of revenues in 2024. Operating loss for 2025 was $4,028,290 ⁹, compared to an operating loss of $3,309,064 ¹⁰ in 2024. Net loss for 2025 was $4,426,116 ¹¹, compared to $3,471,227 ¹² in 2024. Diluted EPS for 2025 was $(1.17) ¹³, versus $(1.03) ¹⁴ in 2024. Cash and equivalents at December 31, 2025, stood at $39,158 ¹⁵, up from $17,036 ¹⁶ at December 31, 2024. Cash flows used in operations totaled $3,160,133 ¹⁷ for 2025, an increase from $705,725 ¹⁸ in 2024. The company had a senior secured convertible debenture of $252,030 ¹⁹ and a convertible note payable of $164,000 ²⁰ at December 31, 2025.

The decrease in revenue of $135,713 ² or 5.3% ³ was primarily driven by a 3.4% ²¹ lower average subscriber count of 2,897 ²² for the year ended December 31, 2025, compared to 2024. Average monthly revenue per subscriber decreased to $68.96 ²³ in 2025 from $71.25 ²⁴ in 2024. The gross margin percentage increased from 44.0% ⁸ in 2024 to 48.0% ⁶ in 2025 due to lower costs on certain data feeds. Operating expenses increased by $755,687 ²⁵ or 17.0% ²⁶ from $4,438,727 ²⁷ in 2024 to $5,194,414 ²⁸ in 2025, mainly due to substantially higher selling, general and administrative expenses, which were partially offset by lower advertising and marketing costs. Stock-based compensation increased by $1,365,077 ²⁹, and professional fees increased by $216,737 ³⁰ due to merger-related expenses. Advertising and marketing expenses declined by $164,298 ³¹ in 2025 compared to 2024. Other expense increased to $397,826 ³² in 2025 from $162,163 ³³ in 2024, primarily due to interest on debt, amortization of debt issuance costs, financing expense related to merchant cash advances, and an investment loss, partially offset by a $93,000 ³⁴ gain on the settlement of advances from Evtec Aluminium Limited.

During 2025, Blackboxstocks made several significant operational developments. In March 2025, the company initiated the Blackbox Academy, offering educational courses for fees ranging from $197 to $497 ³⁵, which is expected to provide an additional revenue stream and marketing opportunities. In 2024, a soft launch of "Stock Nanny," a mobile app providing real-time portfolio alerts for a broader investor demographic, was completed, with plans for more aggressive marketing in 2026 after sufficient capital is raised. The company also developed a streamlined digital onboarding process for financial professionals in 2023, targeting institutional customers for existing products, system subsets, or bespoke solutions to create more stable revenue streams. Technology initiatives in 2024 and 2025 focused on enhancing core applications, fine-tuning architecture for cost efficiencies, eliminating technical debt, and improving system stability, scalability, and performance. This included migrating all mobile apps to a more modern framework and devops platform. The company also entered into an Agreement and Plan of Merger with REalloys Inc. on March 10, 2025, which, upon closing, will result in REalloys becoming a wholly-owned subsidiary and the combined company being renamed "REalloys Inc." Pre-closing stockholders of Blackboxstocks are expected to retain approximately 7.3% ³⁶ of the post-close aggregate common stock, while REalloys holders will receive approximately 92.7% ³⁷.

Management's specific guidance for the upcoming period is not explicitly provided in the filing. However, the company has historically been able to raise capital to fund its operations and believes that the combined company resulting from the REalloys Merger will have greater access to capital. The company filed a shelf registration statement on Form S-3 on January 31, 2025, for the sale of up to $50,000,000 ³⁸ of securities. Additionally, on July 1, 2025, Blackboxstocks entered into an At-The-Market Issuance Sales Agreement (ATM Agreement) with Alexander Capital, L.P., allowing the sale of up to $5,795,000 ³⁹ of common stock. As of February 19, 2026, $2,146,556 ⁴⁰ has been sold under this agreement.

A major growth area for Blackboxstocks is the expansion of its product offerings through educational courses via the Blackbox Academy. These courses, offered for fees ranging from $197 to $497 ³⁵, are designed to attract potential members and are expected to become a significant additional revenue stream. The company believes that members who participate in these educational offerings are more likely to be successful traders and, consequently, longer-term members. The Blackbox Academy also serves as a new marketing channel by making courses available to non-members.

Another significant growth vector is the "Stock Nanny" mobile app, which had a soft launch in 2024. This app provides real-time portfolio alerts for a broad demographic of investors, integrating with online brokerage platforms to allow users to import stock positions and watchlists. Management believes this product targets all self-directed retail investors, not just day traders or swing traders, thereby addressing a much broader market segment. The company plans to market Stock Nanny more aggressively in 2026, contingent upon raising sufficient capital to fund a comprehensive marketing plan.

Blackboxstocks also intends to penetrate the professional trader and institutional market. Historically, the company has not focused on non-retail traders due to higher exchange data rates and cumbersome onboarding processes. However, in 2023, a streamlined digital onboarding process was developed for financial professionals. The company aims to offer existing products, subsets of its systems, or even bespoke products to financial institutions, believing this market will provide different and more stable revenue streams by leveraging its existing technology base.

The operational outlook includes continued investment in platform upgrades. Development efforts in 2024 and 2025 focused on enhancing core applications and fine-tuning the overall architecture to improve cost efficiencies, eliminate technical debt, and provide a more stable, scalable, and performant system. This included a complete rewrite of the application front-end and an overhaul of the backend to utilize modern technology capabilities, as well as migrating all mobile apps to a more modern framework and devops platform. The company expects these technological developments to be critical drivers of future growth.

Planned capital allocation includes continued deployment of significant marketing funds on both digital campaigns and customer referral programs, which have proven efficient. The company may also utilize television and radio advertising in the future. Marketing for institutional customers is expected to rely less on current digital and affiliate marketing strategies. The 2025 Long-Term Incentive Plan, approved by stockholders on January 30, 2026, reserves 8,500,000 ⁴¹ shares for issuance, providing for various equity awards to employees, consultants, and directors.

The company explicitly flagged structural headwinds and execution risks related to its ability to continue as a going concern, having incurred an operating loss of $4,028,290 ⁹ and a net loss of $4,426,116 ¹¹ for the year ended December 31, 2025, and used $3,160,133 ¹⁷ in cash from operations. The successful completion of the proposed Merger with REalloys Inc. is a critical factor, as the combined company is expected to have greater access to capital. However, there is no assurance that the company will be able to raise capital or on acceptable terms.

Blackboxstocks faces several material risks, including the potential inability to satisfy Nasdaq listing requirements or maintain its listing, which could impair stockholders' ability to trade common stock and adversely affect its market price and ability to raise capital. Fluctuations in quarterly revenues are expected, and failure to meet expectations could disproportionately affect operating results and stock price. The company is a "controlled company" under Nasdaq rules, with Gust C. Kepler beneficially owning more than 50% ⁴² of the voting power, which may lead to reliance on exemptions from certain corporate governance requirements. The company expects to invest in business growth, potentially increasing expenses and declining margins, and there is no assurance that revenue growth or margin improvement will continue. Failure to attract new subscribers or retain existing ones on favorable terms could materially harm the business. The company needs to increase revenue levels to achieve profitability, and there is no guarantee that new products and services, such as Blackbox Academy and Stock Nanny, will be introduced effectively or profitably. Increasing competition from companies with greater financial and technological resources, such as Trade Ideas, Flow Algo, Unusual Whales, Trade Alert, Discord, Stock Twits, and Wall Street Bets, could lead to pricing pressure, loss of market share, or decreased customer engagement. Maintaining and enhancing brand recognition is critical, but marketing initiatives may be expensive and not yield sufficient revenue. Estimates of market opportunity and growth forecasts may prove inaccurate, and the business may not grow at similar rates. Reliance on third-party SaaS technologies and data licenses from securities and option exchanges poses risks, as providers could withdraw or restrict data, or licenses may not be available on commercially reasonable terms, impacting service delivery. The loss of key executives and employees, including CEO Gust Kepler, could negatively impact the business. Intellectual property risks include the inability to halt operations of entities copying intellectual property or aggregating data, potential legal proceedings alleging infringement, and the difficulty and cost of maintaining, protecting, and enforcing intellectual property rights in various jurisdictions. The proposed Merger with REalloys Inc. presents significant risks, including diversion of management attention, non-recurring costs, potential adjustments to the number of Blackboxstocks shares issued, and the possibility that the Merger may not be completed on contemplated terms or at all. Failure to complete the Merger could adversely affect the market price of common stock and the business, financial condition, and results of operations. The pendency of the Merger could disrupt business relationships and employee retention. Litigation related to the Merger could result in injunctions or substantial costs. The issuance of shares in the Merger will substantially dilute the voting power of current Blackboxstocks stockholders, with pre-closing stockholders expected to retain approximately 7.3% ³⁶ of the post-close aggregate common stock. CVR holders may not receive any payment, and the U.S. federal income tax treatment of CVRs is uncertain. The intended benefits of the Merger may not be realized, and the lack of a public market for REalloys common stock makes it difficult to evaluate the fairness of the Merger consideration. Directors and officers may have interests in the Merger that differ from those of stockholders. The Merger is expected to result in a limitation on the combined company's ability to utilize its net operating loss carryforwards, which totaled approximately $20,278,000 ⁴³ at December 31, 2025, and will begin to expire in 2035 ⁴⁴.

Management's message to shareholders conveys a focus on leveraging proprietary technology and community to provide sophisticated trading tools to retail investors, while also expanding into new revenue streams and markets. They emphasize the "disruptive financial technology platform" that integrates proprietary analytics with a community-supported social media system. A key strategic priority is the expansion of product offerings through educational courses via the Blackbox Academy, which is expected to become a "significant additional revenue stream." Another priority is the aggressive marketing of the "Stock Nanny" mobile app in 2026, targeting a "much broader segment of the market" beyond day traders and swing traders, contingent on raising sufficient capital. Furthermore, management is strategically targeting "professional traders and institutions" with custom trading solutions and API access, believing this market will "support high margins and greater stability." The company is also undergoing a significant corporate transformation through the proposed Merger with REalloys Inc., which management believes will "significantly increase our access to both debt and equity capital." The SEC declared the Form S-4 registration statement for the Merger effective on January 16, 2026 ⁴⁵, and stockholders approved related items on January 30, 2026 ⁴⁶, including the issuance of common stock to REalloys holders representing more than 20% ⁴⁷ of Blackboxstocks common stock outstanding prior to the Merger, the 2025 Long-Term Incentive Plan, and an amendment to increase authorized common stock from 100,000,000 ⁴⁸ to 350,000,000 ⁴⁹ shares.