Blackboxstocks, REalloys Sign Second Amendment To Merger Agreement, Revising "Permitted Transfer" Definition In CVR Terms

Author: Benzinga Newsdesk | August 22, 2025 02:51pm

 

Second Amendment to Merger Agreement

 

As previously reported in the Current Report on Form 8-K dated March 10, 2025, Blackboxstocks Inc., a Nevada corporation ("Blackboxstocks"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with RABLBX Merger Sub inc., a Nevada corporation and wholly-owned subsidiary of Blackboxstocks ("Merger Sub") and REalloys Inc., a Nevada corporation ("REalloys"), pursuant to which REalloys will merge with and into Merger Sub, Merger Sub will cease to exists and REalloys will become a wholly-owned subsidiary of Blackboxstocks (the "Merger").

 

As previously reported in the Current Report on Form 8-K dated July 1, 2025, Blackboxstocks, Merger Sub and REalloys entered into a First Amendment to Agreement and Plan of Merger (the "First Amendment") in order to reflect Blackboxstocks' intent to conduct an at-the-market offering of its common stock, pursuant to which up to 250,000 shares of Blackboxstocks common stock may be sold and issued without affecting the calculation of Company Merger Shares (as defined in the Merger Agreement) to be issued in the Merger.

 

On August 22, 2025, Blackboxstocks, Merger Sub and REalloys entered into a Second Amendment to Agreement and Plan of Merger (the "Second Amendment") in order to delete and restate in its entirety the definition of "Permitted Transfer" in the CVR Agreement, which is attached as Exhibit E to the Merger Agreement, as follows:

 

●

"Permitted Transfer" means (i) the transfer of any or all of the CVRs (upon the death of the Holder) by will or intestacy; (ii) transfer by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (iii) transfers made pursuant to a court order of a court of competent jurisdiction (such as in connection with divorce, bankruptcy or liquidation); (iv) a transfer made by operation of law (including a consolidation or merger); (v) a transfer from a participant's account in a tax-qualified employee benefit plan to the participant or to such participant's account in a different tax-qualified employee benefit plan or to a tax-qualified individual retirement account for the benefit of such participant; (vi) a transfer from a participant in a tax-qualified employee benefit plan, who received the CVRs from such participant's account in such tax-qualified employee benefit plan, to such participant's account in a different tax-qualified employee benefit plan or to a tax-qualified individual retirement account for the benefit of such participant; or (vii) in the case of CVRs held in book-entry form or other similar nominee form, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by DTC.

Posted In: BLBX