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 platform also integrates a social media component and educational materials, aiming to offer sophisticated trading tools to retail investors at an affordable price, typically ranging from $59 to $149 per month for monthly subscriptions and $566.40 to $1,430.40 per year for annual subscriptions ⁴.

The core business model is a subscription-based Software as a Service (SaaS), generating revenue from monthly or annual fees paid by members across over 40 countries. In March 2025, the company expanded its product offerings to include educational courses through the "Blackbox Academy," which are offered as free webinars or paid courses ranging from $197 to $497 ⁵. These courses target both current members and non-members, aiming to attract potential subscribers and generate an 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's product offering is comprised of three key elements: stock and options trading analytics, social media interaction, and educational programs and resources. The analytics include real-time proprietary alerts, stock and options scanners, financial news, institutional-grade charting, and unique proprietary features designed to filter market noise and identify potential market movers. These proprietary features include Dark Pool Analysis, Insider Buying Analysis, Gamma Exposure (GEX), FINRA Short Interest Analysis, Net Options Delta and Dollar Flow, 0DTE Studies, and Go/No-Go Study. The social media platform is integrated into the dashboard, allowing members to exchange information and ideas while viewing the same real-time data. The educational programs, many of which are free to members, cover beginner, intermediate, and advanced trading levels, with classes taught by community members and in partnership with the Options Industry Council (OIC).

For the fiscal year ended December 31, 2025, total revenue was $2,431,233 ⁶, a decrease of $135,713 or 5.3% ⁷ compared to $2,566,946 ⁸ 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, a new revenue source in 2025. The average subscriber count for 2025 was 2,897 ⁹, a 3.4% ¹⁰ decrease from 2024. Average monthly revenue per subscriber was $68.96 ¹¹ in 2025, down from $71.25 ¹² in 2024. Gross margin for 2025 was $1,166,124 ¹³, or 48.0% ¹⁴ of revenues, an increase from $1,129,663 ¹⁵ or 44.0% ¹⁶ of revenues in 2024, attributed to lower costs on certain data feeds.

Operating expenses increased by $755,687 or 17.0% ¹⁷ to $5,194,414 ¹⁸ in 2025 from $4,438,727 ¹⁹ in 2024. This rise was driven by substantially higher selling, general and administrative expenses, which included a $1,365,077 ²⁰ increase in stock-based compensation and a $216,737 ²¹ increase in professional fees related to merger expenses. These increases were partially offset by lower personnel costs and a $164,298 ²² reduction in advertising and marketing expenses, which totaled $272,158 ²³ in 2025. The company reported an operating loss of $4,028,290 ²⁴ and a net loss of $4,426,116 ²⁵ for 2025, compared to an operating loss of $3,309,064 ²⁶ and a net loss of $3,471,227 ²⁷ in 2024. Diluted EPS for 2025 was $(1.17) ²⁸, compared to $(1.03) ²⁹ in 2024.

Cash flows used in operations totaled $3,160,133 ³⁰ for 2025, compared to $705,725 ³¹ in 2024. Cash and equivalents at December 31, 2025, were $39,158 ³², up from $17,036 ³³ at December 31, 2024. Cash flows from financing activities in 2025 were $3,182,255 ³⁴, primarily from $1,990,000 ³⁵ in proceeds from debentures and $1,493,022 ³⁶ in net proceeds from common stock sales under an At-The-Market (ATM) Agreement, partially offset by $290,175 ³⁷ in merchant cash advance payments. The company had a senior secured convertible debenture of $252,030 ³⁸ and a convertible note payable of $164,000 ³⁹ at December 31, 2025.

A significant operational development during the period was the entry into an Agreement and Plan of Merger with REalloys Inc. on March 10, 2025. Upon closing, REalloys will become a wholly-owned subsidiary, and the company is expected to be renamed "REalloys Inc." Pre-closing stockholders of Blackboxstocks are expected to retain approximately 7.3% ⁴⁰ of the post-close aggregate common stock, while REalloys holders will receive approximately 92.7% ⁴¹. The merger is subject to various closing conditions, including SEC and Nasdaq approvals. In connection with the merger, the company secured financing, including debentures totaling up to $2,300,000 ⁴² from Five Narrow Lane LP, of which $2,050,000 ⁴³ was received by December 31, 2025. The company also initiated an ATM Agreement to sell up to $5,795,000 ⁴⁴ of common stock, having sold $1,493,022 ⁴⁵ as of December 31, 2025.

Management anticipates that the proposed merger with REalloys Inc. will significantly increase the company's access to both debt and equity capital, particularly given the current market appetite for companies in the "rare earth marketplace." The company has historically been able to raise capital to fund its operations and believes the combined entity will have greater access to capital to fund the operations of both Blackboxstocks and REalloys. However, there is no assurance that the company will be able to raise any capital or on what terms.

A major growth area is the expansion of product offerings beyond day traders and swing traders to target the broader self-directed investor demographic, which is considered significantly larger. This includes the soft launch of "Stock Nanny" in 2024, a mobile app for iOS and Android that provides real-time portfolio alerts and integrates with online brokerage platforms. The app is designed for portfolio management and loss mitigation, and the company plans to aggressively market this product in 2026 after raising sufficient capital for a comprehensive marketing plan.

Another growth vector is the Blackbox Academy, which offers paid educational courses ranging from $197 to $497 ⁴⁶. These courses, introduced in March 2025, are designed to attract potential members by providing trading strategies and are expected to become a significant additional revenue stream. The company plans to continue adding courses and expanding the reach of Blackbox Academy as it matures. Furthermore, the company intends to provide products for professional traders and institutions, including custom trading solutions and API access to its data, believing this market will support high margins and greater stability.

Operationally, the company's development efforts 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 implemented new product tiers for Options, Equities, and a combined Premium product in the fourth quarter of 2025, which it believes will attract more subscribers at entry-level pricing and enable premium earnings for advanced products.

Regarding capital allocation, the company filed a shelf registration statement on Form S-3 on January 31, 2025, for the sale of up to $50,000,000 ⁴⁷ of securities. On July 1, 2025, an At-The-Market (ATM) Issuance Sales Agreement was entered into with Alexander Capital, L.P., allowing the company to sell up to $5,795,000 ⁴⁸ of common stock. As of February 19, 2026, $2,146,556 ⁴⁹ has been raised under this agreement from the sale of 254,695 ⁵⁰ shares. The company also secured debentures totaling up to $2,300,000 ⁵¹ from Five Narrow Lane LP, with $2,050,000 ⁵² received by December 31, 2025, and the remaining $250,000 ⁵³ received in February 2026. The company intends to continue deploying significant marketing funds on both digital campaigns and customer referral programs and may also utilize television and radio advertising.

The company explicitly flagged that its ability to continue as a going concern is dependent on obtaining sufficient financing or establishing itself as a profitable business, as it incurred an operating loss of $4,028,290 ⁵⁴ and a net loss of $4,426,116 ⁵⁵ for the year ended December 31, 2025, and used cash in operations totaling $3,160,133 ⁵⁶. The closing of the REalloys Merger is subject to various customary conditions, including Nasdaq approval of REalloys' initial listing application, and there is no assurance that the company will be able to raise capital or on acceptable terms.

The company 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 if revenues fall below expectations, operating results could be disproportionately affected, potentially leading to a decline in common stock price. The company is a "controlled company" under Nasdaq rules due to Gust C. Kepler's beneficial ownership of over 50% of voting power, allowing it to rely on exemptions from certain corporate governance requirements, which may reduce protections for stockholders. The company expects to invest in business growth, which may increase expenses and cause margins to decline, and there is no assurance that revenue growth or margin improvement will be achieved. 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 assurance that new products and services, such as Stock Nanny and Blackbox Academy, will be introduced effectively or profitably. Increasing competition from companies with greater financial and technological resources, including 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. The company relies on third-party SaaS technologies and data licenses, and any restrictions on their use or unavailability could harm operations. The company is dependent on a limited number of key executives, and their loss could negatively impact the business. Intellectual property risks include the inability to halt operations of entities copying its IP or aggregating its data, and potential legal proceedings alleging infringement. The estimates of market opportunity and growth forecasts may prove inaccurate, and the business may not grow at similar rates. The company relies on network infrastructure, and significant interruptions or delays could adversely affect its business. Risks related to the proposed merger with REalloys Inc. include diversion of management attention, non-recurring costs, potential adjustments to the number of shares issued, failure to satisfy closing conditions, triggering of change-in-control provisions in existing agreements, adverse effects on stock price if the merger is not completed, difficulty attracting and retaining employees, and potential litigation. 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 ⁵⁷ at December 31, 2025, and begin to expire in 2035 ⁵⁸, potentially causing U.S. federal and state income taxes to be paid earlier. The merger may be completed even if material adverse changes occur that do not permit either party to refuse completion, such as industry-wide changes or changes in the global economy.

Management's message to shareholders conveys a focus on leveraging proprietary technology and community to provide sophisticated trading tools to retail investors at an affordable price, while also expanding into new market segments. They emphasize the unique integration of analytics with a social media platform and free educational programs as key differentiators. Management explicitly states that the company needs to increase current revenue levels by increasing paid subscriptions or developing additional revenue sources from new products, services, or applications to attain and maintain consistent profitability. They are actively pursuing a significant strategic shift through the proposed merger with REalloys Inc., which they believe will substantially increase access to capital, particularly from the "rare earth marketplace." Key strategic priorities include expanding product offerings to the broader self-directed investor demographic with products like Stock Nanny, growing the Blackbox Academy for additional revenue, and developing enterprise products for professional traders and institutions. They also highlight ongoing efforts to enhance the core platform for improved cost efficiencies, technical debt reduction, and system stability. The company has secured financing through debentures totaling up to $2,300,000 ⁵⁹ and an At-The-Market (ATM) Issuance Sales Agreement for up to $5,795,000 ⁶⁰ of common stock, with $2,146,556 ⁶¹ already raised under the ATM Agreement as of February 19, 2026.