false 0001567900 0001567900 2024-12-20 2024-12-20
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 20, 2024
 
BLACKBOXSTOCKS INC.
(Exact name of registrant as specified in its charter)
 
Nevada
  
001-41051
  
45-3598066
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
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:
 
☐
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:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.001 per share
  
BLBX
  
The NASDAQ Capital Market
 
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 the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 4.01 Changes in Registrant’s Certifying Accountant
 
(a) Dismissal of Independent Registered Public Accounting Firm
 
On December 20, 2024, Blackboxstocks Inc. (the “Company”) dismissed Turner, Stone & Company, L.L.P. (“Turner Stone & Company”) as its independent registered public accounting firm. The dismissal of Turner Stone & Company was approved by the Company’s audit committee. For the years ended December 31, 2023 and 2022, the audit reports of Turner Stone & Company did not contain an adverse, disclaimer of, or qualified opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for including an explanatory paragraph as to the Company’s ability to continue as a going concern.
 
During the Company’s two most recent fiscal years ended December 31, 2023 and 2022 and the subsequent interim periods through September 30, 2024, there were no disagreements, within the meaning of Item304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”) and the related instructions thereto, with Turner Stone & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Turner Stone & Company, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
 
The Company has provided Turner Stone & Company with the disclosures under this Item 4.01(a), and has requested them to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. Turner Stone & Company’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
 
(b) Appointment of New Independent Registered Public Accounting Firm
 
On December 20, 2024, the Company engaged Victor Mokuolo CPA PLLC as its new independent registered public accounting firm, for the audit of the Company’s consolidated financial statements for the year ended December 31, 2024. The appointment was approved by the Company’s audit committee. During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim periods through September 30, 2024, neither the Company nor anyone acting on its behalf consulted with Victor Mokuolo CPA PLLC regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) The following exhibits are filed with this Current Report on Form 8-K.
 
Exhibit
Description
16.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
1
 
 
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.
 
 
Dated: December 26, 2024
Blackboxstocks Inc.
   
   
 
By: 
/s/ Gust Kepler
   
Gust Kepler
President and Chief Executive Officer
 
 

Exhibit 16.1

 

exhibit.jpg
 
 
v3.24.4
Document And Entity Information
Dec. 20, 2024
Document Information [Line Items]  
Entity, Registrant Name BLACKBOXSTOCKS INC.
Document, Type 8-K
Document, Period End Date Dec. 20, 2024
Entity, Incorporation, State or Country Code NV
Entity, File Number 001-41051
Entity, Tax Identification Number 45-3598066
Entity, Address, Address Line One 5430 LBJ Freeway
Entity, Address, Address Line Two Suite 1485
Entity, Address, City or Town Dallas
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 75240
City Area Code 972
Local Phone Number 726-9203
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol BLBX
Security Exchange Name NASDAQ
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001567900
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