Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41051 | |
Entity Registrant Name | BLACKBOXSTOCKS INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 45-3598066 | |
Entity Address, Address Line One | 5430 LBJ Freeway, 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 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | BLBX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 3,517,431 | |
Entity Central Index Key | 0001567900 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 1,055,482 | $ 472,697 |
Accounts receivable, net of allowance for doubtful accounts of $68,589 at June 30, 2024 and December 31, 2023, respectively | 17,495 | 18,212 |
Inventory | 3,464 | 3,464 |
Marketable securities | 0 | 2,955 |
Other receivable | 0 | 475,000 |
Prepaid expenses and other current assets | 50,375 | 35,161 |
Total current assets | 1,126,816 | 1,007,489 |
Property and equipment: | ||
Right of use lease | 318,636 | 344,370 |
Total property and equipment | 329,566 | 396,651 |
Investments | 8,424,000 | 8,424,000 |
Total assets | 9,880,382 | 9,828,140 |
Current liabilities: | ||
Accounts payable | 1,154,315 | 842,404 |
Accrued interest | 1,613 | 1,613 |
Unearned subscriptions | 917,954 | 1,295,514 |
Lease liability right of use, current | 61,725 | 64,818 |
Note payable, current portion | 25,139 | 28,064 |
Merchant cash advance, net of discount | 182,655 | 0 |
Other liabilities | 1,500,000 | 0 |
Total current liabilities | 3,843,401 | 2,232,413 |
Long term liabilities: | ||
Lease liability right of use, long term | 262,543 | 287,417 |
Total long term liabilities | 262,543 | 298,967 |
Commitments and Contingencies | ||
Stockholders' equity | ||
Common stock, $0.001 par value, 100,000,000 shares authorized: 3,215,528 and 3,223,015 issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 3,215 | 3,223 |
Treasury stock | 0 | (27,650) |
Additional paid in capital | 26,994,498 | 26,802,808 |
Accumulated deficit | (21,226,545) | (19,484,891) |
Total stockholders' equity | 5,774,438 | 7,296,760 |
Total liabilities and stockholders' equity | 9,880,382 | 9,828,140 |
Undesignated Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 3,270 | 3,270 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 0 | 0 |
Related Party [Member] | ||
Long term liabilities: | ||
Note payable | 0 | 11,550 |
Machinery and Equipment [Member] | ||
Property and equipment: | ||
Property and equipment, net | $ 10,930 | $ 52,281 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivable, allowance for doubtful accounts | $ 68,589 | $ 68,589 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued (in shares) | 3,215,528 | 3,223,015 |
Common Stock, Shares, Outstanding (in shares) | 3,215,528 | 3,223,015 |
Undesignated Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued (in shares) | 3,269,998 | 3,269,998 |
Preferred stock, shares outstanding (in shares) | 3,269,998 | 3,269,998 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Revenue | $ 684,712 | $ 737,398 | $ 1,334,132 | $ 1,596,402 |
Cost of revenues | 356,017 | 426,975 | 713,975 | 874,606 |
Gross margin | 328,695 | 310,423 | 620,157 | 721,796 |
Operating expenses: | ||||
Software development costs | 100,642 | 227,250 | 209,045 | 582,294 |
Selling, general and administrative | 938,269 | 1,350,378 | 1,844,198 | 3,128,012 |
Advertising and marketing | 111,663 | 153,415 | 244,386 | 368,396 |
Loss on disposition of fixed assets | 29,940 | 0 | 29,940 | 0 |
Depreciation and amortization | 3,038 | 10,679 | 11,411 | 21,197 |
Total operating expenses | 1,183,552 | 1,741,722 | 2,338,980 | 4,099,899 |
Operating loss | (854,857) | (1,431,299) | (1,718,823) | (3,378,103) |
Other (income) expense: | ||||
Interest expense | 74 | 147 | 167 | 312 |
Financing costs | 23,012 | 0 | 23,012 | 0 |
Investment (income) loss | 0 | (6,952) | (348) | (53,553) |
Total other (income) expense | (23,086) | (6,805) | (22,831) | (53,241) |
Loss before income taxes | (877,943) | (1,424,494) | (1,741,654) | (3,324,862) |
Income Taxes | 0 | 0 | 0 | 0 |
Net loss | $ (877,943) | $ (1,424,494) | $ (1,741,654) | $ (3,324,862) |
Weighted average number of common shares outstanding - basic (in shares) | 3,226,251 | 3,158,593 | 3,225,724 | 3,231,203 |
Net loss per share - basic (in dollars per share) | $ (0.27) | $ (0.45) | $ (0.54) | $ (1.03) |
Subscription and Circulation [Member] | ||||
Revenue: | ||||
Revenue | $ 683,952 | $ 734,648 | $ 1,332,722 | $ 1,589,638 |
Product and Service, Other [Member] | ||||
Revenue: | ||||
Revenue | $ 760 | $ 2,750 | $ 1,410 | $ 6,764 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock Payable [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balances (in shares) at Dec. 31, 2022 | 3,269,998 | 0 | 0 | 3,298,033 | |||||
Balances at Dec. 31, 2022 | $ 3,270 | $ 0 | $ 0 | $ 3,298 | $ 23,340 | $ (1,102,375) | $ 18,070,556 | $ (14,820,436) | $ 2,177,653 |
Purchase of treasury stock | (79,100) | (79,100) | |||||||
Retirement of treasury stock (in shares) | (454,441) | ||||||||
Retirement of treasury stock | $ (454) | 1,181,475 | (1,181,021) | 0 | |||||
Vesting of warrants for compensation | 31,880 | 31,880 | |||||||
Vestingof options for compensation | 61,464 | 61,464 | |||||||
Vesting of stock for compensation (in shares) | 282,501 | ||||||||
Vesting of stock for compensation | $ 282 | 19,380 | 655,120 | 674,782 | |||||
Net loss | (1,900,368) | (1,900,368) | |||||||
Balances (in shares) at Mar. 31, 2023 | 3,269,998 | 0 | 0 | 3,126,093 | |||||
Balances at Mar. 31, 2023 | $ 3,270 | $ 0 | $ 0 | $ 3,126 | 42,720 | 0 | 17,637,999 | (16,720,804) | 966,311 |
Balances (in shares) at Dec. 31, 2022 | 3,269,998 | 0 | 0 | 3,298,033 | |||||
Balances at Dec. 31, 2022 | $ 3,270 | $ 0 | $ 0 | $ 3,298 | 23,340 | (1,102,375) | 18,070,556 | (14,820,436) | 2,177,653 |
Net loss | (3,324,862) | ||||||||
Balances (in shares) at Jun. 30, 2023 | 3,269,998 | 2,400,000 | 0 | 3,184,685 | |||||
Balances at Jun. 30, 2023 | $ 3,270 | $ 2,400 | $ 0 | $ 3,185 | 0 | (15,291) | 26,520,145 | (18,145,298) | 8,368,411 |
Balances (in shares) at Dec. 31, 2022 | 3,269,998 | 0 | 0 | 3,298,033 | |||||
Balances at Dec. 31, 2022 | $ 3,270 | $ 0 | $ 0 | $ 3,298 | 23,340 | (1,102,375) | 18,070,556 | (14,820,436) | 2,177,653 |
Net loss | (4,664,455) | ||||||||
Balances (in shares) at Dec. 31, 2023 | 3,269,998 | 0 | 0 | 3,223,015 | |||||
Balances at Dec. 31, 2023 | $ 3,270 | $ 0 | $ 0 | $ 3,223 | 0 | (27,650) | 26,802,808 | (19,484,891) | 7,296,760 |
Balances (in shares) at Mar. 31, 2023 | 3,269,998 | 0 | 0 | 3,126,093 | |||||
Balances at Mar. 31, 2023 | $ 3,270 | $ 0 | $ 0 | $ 3,126 | 42,720 | 0 | 17,637,999 | (16,720,804) | 966,311 |
Purchase of treasury stock | (15,291) | (15,291) | |||||||
Vesting of warrants for compensation | 31,880 | 31,880 | |||||||
Vestingof options for compensation | 245,810 | 245,810 | |||||||
Vesting of stock for compensation (in shares) | 49,754 | ||||||||
Vesting of stock for compensation | $ 50 | (42,720) | 182,865 | 140,195 | |||||
Net loss | (1,424,494) | (1,424,494) | |||||||
Issuance of stock for fractional shares resulting from reverse split (in shares) | 8,838 | ||||||||
Issuance of stock for fractional shares resulting from reverse split | $ 9 | ||||||||
Issuance of stock for fractional shares resulting from reverse split | (9) | 0 | |||||||
Issuance of stock for investment (in shares) | 2,400,000 | ||||||||
Issuance of stock for investment | $ 2,400 | 8,421,600 | 8,424,000 | ||||||
Balances (in shares) at Jun. 30, 2023 | 3,269,998 | 2,400,000 | 0 | 3,184,685 | |||||
Balances at Jun. 30, 2023 | $ 3,270 | $ 2,400 | $ 0 | $ 3,185 | 0 | (15,291) | 26,520,145 | (18,145,298) | 8,368,411 |
Balances (in shares) at Dec. 31, 2023 | 3,269,998 | 0 | 0 | 3,223,015 | |||||
Balances at Dec. 31, 2023 | $ 3,270 | $ 0 | $ 0 | $ 3,223 | 0 | (27,650) | 26,802,808 | (19,484,891) | 7,296,760 |
Vesting of warrants for compensation | 31,880 | 31,880 | |||||||
Vestingof options for compensation | 65,286 | 65,286 | |||||||
Vesting of stock for compensation (in shares) | 3,120 | ||||||||
Vesting of stock for compensation | $ 3 | 17,497 | 17,500 | ||||||
Net loss | (863,711) | (863,711) | |||||||
Balances (in shares) at Mar. 31, 2024 | 3,269,998 | 0 | 0 | 3,226,135 | |||||
Balances at Mar. 31, 2024 | $ 3,270 | $ 0 | $ 0 | $ 3,226 | 0 | (27,650) | 26,917,471 | (20,348,602) | 6,547,715 |
Balances (in shares) at Dec. 31, 2023 | 3,269,998 | 0 | 0 | 3,223,015 | |||||
Balances at Dec. 31, 2023 | $ 3,270 | $ 0 | $ 0 | $ 3,223 | 0 | (27,650) | 26,802,808 | (19,484,891) | 7,296,760 |
Net loss | (1,741,654) | ||||||||
Balances (in shares) at Jun. 30, 2024 | 3,269,998 | 0 | 0 | 3,215,528 | |||||
Balances at Jun. 30, 2024 | $ 3,270 | $ 0 | $ 0 | $ 3,215 | 0 | 0 | 26,994,498 | (21,226,545) | 5,774,438 |
Balances (in shares) at Mar. 31, 2024 | 3,269,998 | 0 | 0 | 3,226,135 | |||||
Balances at Mar. 31, 2024 | $ 3,270 | $ 0 | $ 0 | $ 3,226 | 0 | (27,650) | 26,917,471 | (20,348,602) | 6,547,715 |
Retirement of treasury stock (in shares) | (10,607) | ||||||||
Retirement of treasury stock | $ (11) | 27,650 | (27,639) | 0 | |||||
Vesting of warrants for compensation | 31,880 | 31,880 | |||||||
Vestingof options for compensation | 65,286 | 65,286 | |||||||
Vesting of stock for compensation | 7,500 | 7,500 | |||||||
Net loss | (877,943) | (877,943) | |||||||
Balances (in shares) at Jun. 30, 2024 | 3,269,998 | 0 | 0 | 3,215,528 | |||||
Balances at Jun. 30, 2024 | $ 3,270 | $ 0 | $ 0 | $ 3,215 | $ 0 | $ 0 | $ 26,994,498 | $ (21,226,545) | $ 5,774,438 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||||||
Net loss | $ (877,943) | $ (863,711) | $ (1,424,494) | $ (1,900,368) | $ (1,741,654) | $ (3,324,862) | $ (4,664,455) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization expense | 11,411 | 21,197 | |||||
Financing costs | 23,012 | 0 | 23,012 | 0 | |||
Stock based compensation | 219,332 | 1,173,761 | |||||
Loss on disposition of fixed assets | 29,940 | 0 | 29,940 | 0 | |||
Right of use lease | (2,233) | 0 | |||||
Investment (income) loss | 0 | (6,952) | (348) | (53,553) | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 717 | (230,345) | |||||
Other receivable | 475,000 | 0 | |||||
Inventory | 0 | 0 | |||||
Prepaid expenses and other current assets | (15,214) | (33,702) | |||||
Accounts payable | 290,399 | 32,248 | |||||
Other liabilities | 400,000 | 0 | |||||
Unearned subscriptions | (377,560) | (301,912) | |||||
Net cash used in operating activities | (687,198) | (2,717,168) | (3,166,067) | ||||
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract | |||||||
Purchase of property and equipment | 0 | (2,883) | |||||
Purchase of marketable securities | (9,273) | (5,417,253) | |||||
Sale of marketable securities | 12,576 | 8,013,912 | |||||
Net cash provided by investing activities | 3,303 | 2,593,776 | |||||
Cash flows from financing activities: | |||||||
Proceeds from other liabilities | 1,100,000 | 0 | |||||
Proceeds from merchant cash advance | 198,500 | 0 | |||||
Principal payments on notes payable | (14,475) | (14,331) | |||||
Payments on merchant cash advance | (17,345) | 0 | |||||
blbx_PaymentsForCommonStockSubscribed | 15,291 | ||||||
Net cash provided by (used in) financing activities | 1,266,680 | (29,622) | |||||
Net increase (decrease) in cash | 582,785 | (153,014) | |||||
Cash - beginning of period | $ 472,697 | $ 425,578 | 472,697 | 425,578 | 425,578 | ||
Cash - end of period | $ 1,055,482 | $ 272,564 | 1,055,482 | 272,564 | $ 472,697 | ||
Supplemental disclosures: | |||||||
Interest paid | 167 | 312 | |||||
Income taxes paid | 0 | 0 | |||||
Non-cash investing and financing activities: | |||||||
Treasury stock purchased from related party with other assets | 0 | 79,100 | |||||
Retirement of treasury stock | 0 | 1,181,475 | |||||
Issuance of stock for investment | $ 0 | $ 8,424,000 |
Note 1 - Organization
Note 1 - Organization | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization Blackboxstocks Inc. (the “Company”) was incorporated on October 4, 2011 under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court for the Northern District of Texas for reorganization under Chapter 11 of the United States Bankruptcy Code. The Company changed its name to Blackboxstocks, Inc. and began operating as a financial technology and social media platform in March 2016. The platform offers real-time proprietary analytics and news for stock and options traders of all levels. The Company believes its web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. The software continuously scans the NASDAQ, New York Stock Exchange, CBOE, and other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. The Company also provides users with a fully interactive social media platform that is integrated into our dashboard, enabling users to exchange information and ideas quickly and efficiently through a common network. Recently, the Company also introduced a live audio/video feature that allows members to broadcast on their own channels to share trade strategies and market insight within the community. The platform was initially made available to subscribers in September 2016. Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through the Company website at http://blackboxstocks.com On April 1, 2024, the Company formed Blackbox.io Inc., a Delaware corporation, and on April 18, 2024, the Company and Blackbox.io Inc entered into a contribution agreement (the “Contribution Agreement”) pursuant to which the Company transferred certain specified business assets (the “Contributed Assets”) to Blackbox.io Inc. In consideration for the Contributed Assets, Blackbox.io Inc issued to the Company 3,226,145 shares of common stock, par value $0.001 per share and 3,369,998 shares of Series A convertible preferred stock, $0.001 par value per share, of Blackbox.io Inc, free and clear of all liens (the “Blackbox.io Operating Equity”), and assumed certain specified liabilities of the business of the Company (the “Assumed Liabilities”). Simultaneously with the execution of the Contribution Agreement, the Company delivered fully executed documents of conveyance to effect the contribution of the Contributed Assets and the assignment of the Assumed Liabilities to Blackbox.io Inc, including (i) a bill of sale, (ii) an assignment and assumption agreement and (iii) an intellectual property assignment and Blackbox.io Inc delivered certificates and notices of issuance of stock transferable on the books of Blackbox.io Inc evidencing the issuance of the Blackbox.io Operating Equity. As a result of the Contribution Agreement, Blackbox.io Inc. is a wholly-owned corporate subsidiary of the Company that now holds the Company’s legacy assets and continues its legacy business operations. The Company is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BLBX”. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. For the year ended December 31, 2023, the Company incurred an operating loss of $5,297,671 and a net loss of $4,664,455. In addition, for the six months ended June 30, 2024, the Company incurred an operating loss of $1,718,823 and a net loss of $1,741,654. Cash flows used in operations totaled $3,166,067 for the year ended December 31, 2023 and $687,198 for the six months ended June 30, 2024. The Company had cash of $1,055,482 as of June 30, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has executed a share exchange agreement with Evtec Aluminium Limited (“Evtec Aluminium”), whereby the Company expects to acquire all of the issued and outstanding share capital of Evtec Aluminium with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). The Exchange will be accounted for as a reverse acquisition with Evtec Aluminium being the accounting acquiror. The Company believes that the Exchange with Evtec Aluminium will attract additional capital investment as Evtec Aluminium is substantially larger than Blackbox and has a strong acquisition pipeline. Management has also implemented a number of initiatives aimed at improving operating cash flow including, new product development, revised marketing strategies and expense reductions. In addition, the Company has historically been able to raise debt or equity financing to meet its capital needs and is also evaluating strategic alternatives with respect to possible mergers or acquisitions. There can be no assurance that the Company’s operational changes will impact its cash flow or if it will be able to raise additional capital or on what terms or if it will be able to execute the planned Exchange with Evtec Aluminium. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. Principles of Consolidation. Use of Estimates. Segments. Cash. Investments in Marketable Securities. Recently Issued Accounting Pronouncements. Recently Issued Accounting Pronouncements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclosure significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter. Adoption is not expected to have any impact on the Company’s disclosures. Earnings or (Loss) Per Share. The Company had total potential additional dilutive securities outstanding at June 30, 2024, as follows. Series A Convertible Preferred Shares 3,269,998 Conversion rate 0.2 Common shares after conversion 654,000 Option shares 200,875 Warrant shares 93,238 Revenue Recognition. Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations. Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment. |
Note 3 - Investments
Note 3 - Investments | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Investment [Text Block] | 3. Investments Investments Evtec Group Limited (“Evtec Group”) operates through a single subsidiary, Evtec Automotive Limited, as a supplier of critical automotive parts to the automobile manufacturing industry. Evtec Group is based in the UK and provides complete assemblies to auto manufacturers, simplifying sourcing, saving time on procurement, and increasing production efficiency. Their pick and pack service supplies aftermarket automotive products, as well as offering kitting and fulfilment for non-automotive businesses. Their business focuses on premium luxury brands and a market transition to electric vehicles and includes Jaguar Land Rover Group as their largest customer. On June 9, 2023, the Company entered into a Securities Exchange Agreement (the Securities Exchange Agreement”) with Evtec Group whereby the Company issued 2,400,000 shares of Series B Convertible Preferred Stock (the “Series B Stock”) (Note 4) in exchange for 4,086 preferred shares of Evtec Group. Upon conversion of the Series B Stock, the 2,400,000 shares would represent approximately 43% of the total common shares outstanding. The Evtec Group preferred shares were convertible into common shares of Evtec Group on a one-for-one The Company’s initial investment in Evtec Group was measured at $8,424,000 in accordance with ASC 820-10-30. The value of the Series B Stock issued by the Company was set by the closing price of its common stock on the day prior to closing of $3.51 as reported by Nasdaq. As a result, the 2,400,000 Series B Stock shares were valued at $8,424,000 which was determined to be the cost of the investment recorded pursuant to ASC 321-10-35. The investment was reviewed for impairment as of June 30, 2024. On November 24, 2023, the Company entered into a Binding Amendment to Amended Letter of Intent (the “LOI Amendment”) with Evtec Group, Evtec Automotive Limited, and Evtec Aluminium (collectively the “Evtec Companies), which amended a non-binding Amended Letter of Intent (the “LOI”) dated April 14, 2023. Pursuant to the LOI Amendment, the Company has agreed to continue to negotiate in good faith to consummate a proposed acquisition of the Evtec Companies contemplated by the LOI (the “ Proposed Transaction As a condition to the Company’s continued good faith negotiations regarding the Proposed Transaction, the Evtec Companies agreed to (i) pay the Company aggregate extension fees totaling $400,000 which were guaranteed by a credit worthy affiliate of the Evtec Companies, (ii) provide extension loans of up to $400,000 to the Company if the Proposed Transaction has not closed on or before April 1, 2024, (iii) pay the Company amounts in cash equal to any documented legal fees and third-party expenses incurred or payable by the Company in connection with the Proposed Transaction up to $175,000, including any such expenses incurred prior to the date of the LOI Amendment, (iv) forfeit and return the 2,400,000 shares of the Series B Stock acquired by Evtec Group under the terms of the Securities Exchange Agreement, and (v) permit the Company to convert each of the 4,086 preferred shares of Evtec Group issued to the Company pursuant to the Securities Exchange Agreement into one ordinary share of Evtec Group. $475,000 and $0 was outstanding and classified as other receivables on the balance sheet as of December 31, 2023 and June 30, 2024, respectively. As a result of the transaction not closing by April 1, 2024, Evtec Aluminium has provided $400,000 of financial support to the Company that has been classified as other liabilities as of June 30, 2024. As provided for in the LOI Amendment, Evtec Group entered into a Forfeiture Agreement with the Company dated November 28, 2023 pursuant to which Evtec Group forfeited all of its right, title and interest in and to the 2,400,000 shares of Series B Stock acquired by Evtec Group pursuant to the Securities Exchange Agreement in order to further induce the Company to continue to negotiate in good faith to consummate the Proposed Transaction. Pursuant to the Forfeiture Agreement, the Company has no obligation to make any payment to Evtec Group, in cash or otherwise, for any such Series B Stock that are so forfeited. The shares of Series B Stock forfeited by Evtec Group were cancelled as of the date of the Forfeiture Agreement. In addition, Evtec Group converted the Evtec Group preferred shares held by the Company into 4,086 common shares. On December 12, 2023, the Company entered into a Share Exchange Agreement (the Share Exchange Agreement") with Evtec Aluminium, and the shareholders of Evtec Aluminium (“Sellers”). Upon the terms and subject to the satisfaction of the conditions described in the Share Exchange Agreement, the Company is expected to acquire all of the issued and outstanding Evtec Aluminium Ordinary Shares, with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). At the closing of the Exchange (the “Closing”), the Sellers will receive shares of common stock of the Company, $0.001 par value, in exchange for capital shares of Evtec Aluminium based on the exchange ratio formula in the Share Exchange Agreement (the “Exchange Ratio”), which is subject to adjustment in the event Evtec Aluminium raises capital before Closing in excess of $5,000,000. Immediately following Closing, based upon the Exchange Ratio, the Sellers are expected to collectively own 73.2% of the aggregate common stock of the Company. On May 13, 2024 the Company filed a Registration Statement on Form 4 including an information statement/prospectus and a notice of action taken by written consent pursuant to section 14(C) of the Securities Exchange Act of 1934 as required under the terms of the Securities Exchange Agreement with Evtec Aluminium. The registration statement is subject to review and approval by the Securities and Exchange Commission and has not yet been declared effective. |
Note 4 - Stockholders' Equity
Note 4 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Equity [Text Block] | 4. Stockholders Equity The Company has authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $0.001 par value, 2,400,000 of which are designated as “Series B Convertible Preferred Stock” at $0.001 par value, and 100,000,000 authorized shares of common stock at $0.001 par value (“Common Stock”). Shares of Series A Convertible Preferred Stock (the “Series A Stock”) rank pari passu with the Company’s Common Stock with respect to dividend and liquidation rights. Additionally, each share entitles the holder to 100 votes on matters submitted to Company stockholders. There are 3,269,998 shares of Series A Stock outstanding which are all held by Gust Kepler, the Company’s Chairman and Chief Executive Officer (“Mr. Kepler”). The Company and Mr. Kepler entered into Conversion Rights Agreement dated effective as of October 14, 2021, limiting the rights of the holder(s) of our outstanding shares of Series A Stock to convert such shares into Common Stock on a one ● If the Company’s Market Capitalization is less than $150,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 5-for-1 share basis; ● If the Company’s Market Capitalization is equal to or greater than $150,000,000 but less than $200,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 3.3-for-1 share basis; ● If the Company’s Market Capitalization is equal to or greater than $200,000,000 but less than $250,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 2.5-for-1 share basis; ● If the Company’s Market Capitalization is equal to or greater than $250,000,000 but less than $350,000,000 the outstanding Series A Stock will be convertible into Common Stock on a 1.75-for-1 share basis; ● If the Company’s Market Capitalization is equal to or greater than $350,000,000 the outstanding Series A Stock will thereafter convertible into Common Stock pursuant to the Designation Conversion Rights (on a 1-for-1 share basis). The Conversion Rights Agreement terminates when the last share of Series A Stock is either converted or the largest Market Capitalization Threshold is met. The Series B Stock has no dividend rights and no voting rights except as required by law or the Company’s bylaws. The Series B Stock is convertible into common shares on a one-for-one |
Note 5 - Warrants to Purchase C
Note 5 - Warrants to Purchase Common Stock | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 5. Warrants to Purchase Common Stock The following table presents the Company’s warrants as of June 30, 2024: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2023 109,584 $ 13.25 3.53 Issued - $ - - Forfeited (16,346 ) $ 7.80 - Exercised - $ - - Warrants as of June 30, 2024 93,238 $ 14.20 3.59 At June 30, 2024, warrants for the purchase of 91,849 shares were vested and warrants for the purchase of 1,389 shares remained unvested. The Company expects to incur expenses for the unvested warrants totaling $21,256 as they vest. |
Note 6 - Incentive Stock Plan
Note 6 - Incentive Stock Plan | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 5. Warrants to Purchase Common Stock The following table presents the Company’s warrants as of June 30, 2024: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2023 109,584 $ 13.25 3.53 Issued - $ - - Forfeited (16,346 ) $ 7.80 - Exercised - $ - - Warrants as of June 30, 2024 93,238 $ 14.20 3.59 At June 30, 2024, warrants for the purchase of 91,849 shares were vested and warrants for the purchase of 1,389 shares remained unvested. The Company expects to incur expenses for the unvested warrants totaling $21,256 as they vest. |
Share-Based Payment Arrangement, Option [Member] | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 6. Incentive Stock Plan On August 4, 2021, our Board of Directors created and our stockholders approved the 2021 Blackboxstocks Inc. Incentive Stock Plan (the “2021 Plan”) which became effective August 31, 2021. Effective October 7, 2022, the Company’s Stockholders approved an amendment and restatement of the 2021 Plan to increase the numbers of issuable shares from 187,500 to 312,500. On February 6, 2023 the Company’s stockholders approved a subsequent amendment and restatement of the 2021 Plan to increase the number of shares available for issuance from 312,500 to 612,500 shares. The 2021 Plan allows the Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors. The following table presents the Company’s options as of June 30, 2024: Options as of December 31, 2023 215,625 $ 8.97 8.37 Issued - $ - - Forfeited (14,750 ) $ 6.23 8.83 Exercised - $ - - Options as of June 30, 2024 200,875 $ 9.17 7.83 At June 30, 2024, options to purchase 190,174 shares were vested and options to purchase 10,701 shares remained unvested. The Company expects to incur expenses for the unvested options totaling $68,257 as they vest. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 7. Related Party Transactions On March 16, 2023, the Company purchased 282,501 shares of Common Stock from Mr. Kepler at a price of $0.28 per share. The purchase of these shares was done in order to reduce Mr. Kepler’s cash bonus for 2022. The shares acquired from Mr. Kepler were subsequently retired and added back to authorized but unissued shares. |
Note 8 - Debt
Note 8 - Debt | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 8. Debt Note Payable On May 1, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), the Company received a loan of $130,200. The loan carries an interest rate of 1% and an initial maturity of May 1, 2022. During August 2021, the Company received partial loan forgiveness from the SBA reducing the principal balance of the note to $96,795. During December 2021, the terms of the note were amended to carry an interest rate of 1% and mature on May 4, 2025. As of June 30, 2024, the unpaid balance of the note totaled $25,139. Merchant Cash Advance On May 28, 2024, the Company entered into a merchant cash advance agreement with proceeds totaling $198,500 and total future receivables purchased totaling $272,000. The merchant cash advance is to be repaid through 28 weekly payments equal of $9,714. The finance expense for the advance has been calculated using the effective interest rate method. As of June 30, 2024, the unpaid balance of the merchant cash advance totaled $182,655. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 9. Commitments and Contingencies The Company leases approximately 2,685 square feet of office space in Dallas Texas pursuant to an office lease with Teachers Insurance and Annuity Association of America that expires on September 30, 2028. During the period ended June 30, 2024, the Company’s related rent expenses totaled approximately $46,000. The table below shows the future lease payment obligations: Year Ending December 31, Amount 2024 $ 45,309 2025 91,122 2026 93,136 2027 95,150 2028 72,495 Total remaining lease payments $ 397,212 Less: imputed interest (72,944 ) Present Value of remaining lease payments $ 324,268 Current $ 61,725 Noncurrent $ 262,543 Weighted-average remaining lease term (years) 4.50 Weighted-average discount rate 10.00 % The Company is named as a defendant in a lawsuit filed by Feenix Payment Systems, LLC before the New York State Supreme Court, County of New York on June 20, 2023. The plaintiff seeks damages in the amount of $500,000 from an alleged breach of an exclusivity agreement between the plaintiff and the Company. The Company denies any liability for the alleged breach and intends to defend the matter vigorously. The Company has asserted a counterclaim alleging the plaintiff failed to pay the Company a finder’s fee. In addition, the Company is party to threatened or actual litigation occurring in the normal course of business but does not believe that the outcome of these matters could have a material effect on the Company’s financial statements. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 10. Subsequent Events On July 1, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which the Company sold 312,500 shares of its common stock, par value $0.001 (“Common Stock”), at a price per share of $4.00 for gross proceeds of $1,250,000. Gust Kepler, a director, our President and Chief Executive Officer, purchased $100,000 of the Common Stock under the terms of the Stock Purchase Agreement. Quadrofoglio Holdings LLC, a Florida limited liability company, purchased the remaining $1,150,000 of Common Stock. The Stock Purchase Agreement contains standard representations and warranties from the Company and the purchasers. The Company had received $1,100,000 of these proceeds prior as of June 30, 2024 and prior to the execution of any definitive agreements with the purchasers. As a result the $1,100,000 was classified as other liabilities on the accompany consolidated condensed balance sheet. On July 1, 2024, the Company entered into a Convertible Loan Agreement with Evtec Aluminium pursuant to which the Company loaned Evtec Aluminum $1,150,000 (the “Evtec Loan”). The Evtec Loan is unsecured, bears interest at 12% per annum and has a maturity date of one year from the date of issuance. The Evtec Loan is convertible into Evtec Aluminum ordinary shares at the rate of $1,197.92 per share at any time at the option of Blackboxstocks and converts automatically upon the closing of the Share Exchange Agreement (as defined below). If converted, the Evtec Loan converts into approximately 3.2% of the outstanding ordinary shares of Evtec Aluminum inferring a post money valuation of approximately $48,136,000. On July 3, 2024, the Company and Evtec entered into a First Amendment to Share Exchange Agreement (the “Amendment”) in order to reflect the effects of the Stock Purchase Agreement transaction and the proposed issuance of Evtec warrants in connection with its pre-closing financing efforts. Specifically, the Amendment provides: ● That the Company will issue replacement warrants to holders of any outstanding warrants to acquire Evtec Aluminium ordinary shares which will permit holders to acquire shares of the Company’s Common Stock on substantially the same terms after adjusting the number of shares issuable and exercise price based upon the Exchange value of Evtec Aluminium ordinary shares and the Exchange Ratio. Evtec Aluminium’s issuance of warrants is subject to approval by the Company in its reasonable discretion. ● The definition of “Exchange Ratio” was changed to mean initially 294.17 shares of the Company’s Common Stock for each Evtec Aluminum share, which is subject to further adjustment, so that the consideration shares issuable to Evtec Sellers would equal 70.6% of the total outstanding shares of the Company post-Closing |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | None |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. For the year ended December 31, 2023, the Company incurred an operating loss of $5,297,671 and a net loss of $4,664,455. In addition, for the six months ended June 30, 2024, the Company incurred an operating loss of $1,718,823 and a net loss of $1,741,654. Cash flows used in operations totaled $3,166,067 for the year ended December 31, 2023 and $687,198 for the six months ended June 30, 2024. The Company had cash of $1,055,482 as of June 30, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has executed a share exchange agreement with Evtec Aluminium Limited (“Evtec Aluminium”), whereby the Company expects to acquire all of the issued and outstanding share capital of Evtec Aluminium with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). The Exchange will be accounted for as a reverse acquisition with Evtec Aluminium being the accounting acquiror. The Company believes that the Exchange with Evtec Aluminium will attract additional capital investment as Evtec Aluminium is substantially larger than Blackbox and has a strong acquisition pipeline. Management has also implemented a number of initiatives aimed at improving operating cash flow including, new product development, revised marketing strategies and expense reductions. In addition, the Company has historically been able to raise debt or equity financing to meet its capital needs and is also evaluating strategic alternatives with respect to possible mergers or acquisitions. There can be no assurance that the Company’s operational changes will impact its cash flow or if it will be able to raise additional capital or on what terms or if it will be able to execute the planned Exchange with Evtec Aluminium. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates. |
Segment Reporting, Policy [Policy Text Block] | Segments. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash. |
Marketable Securities, Policy [Policy Text Block] | Investments in Marketable Securities. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements. |
Earnings Per Share, Policy [Policy Text Block] | Earnings or (Loss) Per Share. The Company had total potential additional dilutive securities outstanding at June 30, 2024, as follows. Series A Convertible Preferred Shares 3,269,998 Conversion rate 0.2 Common shares after conversion 654,000 Option shares 200,875 Warrant shares 93,238 |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition. Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations. Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Series A Convertible Preferred Shares 3,269,998 Conversion rate 0.2 Common shares after conversion 654,000 Option shares 200,875 Warrant shares 93,238 |
Note 5 - Warrants to Purchase_2
Note 5 - Warrants to Purchase Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2023 109,584 $ 13.25 3.53 Issued - $ - - Forfeited (16,346 ) $ 7.80 - Exercised - $ - - Warrants as of June 30, 2024 93,238 $ 14.20 3.59 |
Note 6 - Incentive Stock Plan (
Note 6 - Incentive Stock Plan (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Options as of December 31, 2023 215,625 $ 8.97 8.37 Issued - $ - - Forfeited (14,750 ) $ 6.23 8.83 Exercised - $ - - Options as of June 30, 2024 200,875 $ 9.17 7.83 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Year Ending December 31, Amount 2024 $ 45,309 2025 91,122 2026 93,136 2027 95,150 2028 72,495 Total remaining lease payments $ 397,212 Less: imputed interest (72,944 ) Present Value of remaining lease payments $ 324,268 Current $ 61,725 Noncurrent $ 262,543 Weighted-average remaining lease term (years) 4.50 Weighted-average discount rate 10.00 % |
Note 1 - Organization (Details
Note 1 - Organization (Details Textual) - $ / shares | Jun. 30, 2024 | Apr. 01, 2024 | Dec. 31, 2023 | Dec. 12, 2023 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, par value (in dollars per share) | 0.001 | |||
Series A Preferred Stock [Member] | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Contribution Agreement [Member] | Blackbox.io Inc. [Member] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Contribution Agreement [Member] | Blackbox.io Inc. [Member] | Series A Preferred Stock [Member] | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Contribution Agreement [Member] | Common Stock [Member] | Blackbox.io Inc. [Member] | ||||
Investment Owned, Balance, Shares (in shares) | 3,226,145 | |||
Contribution Agreement [Member] | Series A Convertible Preferred Stock [Member] | Blackbox.io Inc. [Member] | Series A Preferred Stock [Member] | ||||
Investment Owned, Balance, Shares (in shares) | 3,369,998 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Operating Income (Loss) | $ (854,857) | $ (1,431,299) | $ (1,718,823) | $ (3,378,103) | $ (5,297,671) | ||
Net loss | (877,943) | $ (863,711) | $ (1,424,494) | $ (1,900,368) | (1,741,654) | (3,324,862) | (4,664,455) |
Net Cash Provided by (Used in) Operating Activities, Total | (687,198) | $ (2,717,168) | $ (3,166,067) | ||||
Cash and Cash Equivalents, at Carrying Value | $ 1,055,482 | $ 1,055,482 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Potential Additional Dilutive Securities (Details) | 6 Months Ended |
Jun. 30, 2024 shares | |
Conversion rate | 0.2 |
Common shares after conversion (in shares) | 654,000 |
Warrant [Member] | |
Warrant shares (in shares) | 93,238 |
Share-Based Payment Arrangement, Nonemployee [Member] | |
Option shares (in shares) | 200,875 |
Series A Preferred Stock [Member] | |
Convertible Preferred Shares (in shares) | 3,269,998 |
Note 3 - Investments (Details T
Note 3 - Investments (Details Textual) - USD ($) | Dec. 12, 2023 | Nov. 28, 2023 | Jun. 09, 2023 | Jun. 30, 2024 | Dec. 31, 2023 |
Share Price | $ 3.51 | ||||
Extension Amount | $ 400,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Capital Raise Benchmark | $ 5,000,000 | ||||
Ownership, Percentage of Aggregate Common Stock | 73.20% | ||||
Series B Preferred Stock Converted into Common Stock [Member] | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | ||||
Series B Preferred Stock Converted into Common Stock [Member] | Evtec [Member] | |||||
Conversion of Stocks, Percentage of Total Common Stock Outstanding | 43% | ||||
Conversion of Evtec Group Preferred Shares into Ordinary Shares [Member] | Evtec [Member] | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | ||||
Conversion of Preferred Stock Pursuant to Securities Exchange Agreement into Ordinary Share Member | |||||
Conversion of Stock, Shares Converted | 4,086 | 4,086 | |||
Evtec [Member] | |||||
Investment Owned, Balance, Shares (in shares) | 4,086 | ||||
Investment Owned, Balance, Percentage of Total Outstanding Common Stock | 13% | ||||
Investment Owned, Cost | $ 8,424,000 | ||||
Investment Owned, Fair Value | 8,424,000 | ||||
Extension Fee | 400,000 | ||||
Evtec [Member] | |||||
Legal Fees | $ 175,000 | ||||
Preferred Stock Issued in Exchange for Preferred Shares From Other Company [Member] | |||||
Accounts Receivable, after Allowance for Credit Loss | $ 475,000 | ||||
Preferred Stock Issued in Exchange for Preferred Shares From Other Company [Member] | Related Party [Member] | |||||
Accounts Receivable, after Allowance for Credit Loss | $ 0 | ||||
Preferred Stock Issued in Exchange for Preferred Shares From Other Company [Member] | Evtec [Member] | |||||
Stock Issued During Period, Shares, New Issues | 2,400,000 | ||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 2,400,000 | 2,400,000 |
Note 4 - Stockholders' Equity (
Note 4 - Stockholders' Equity (Details Textual) | 6 Months Ended | |||
Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 12, 2023 $ / shares | Oct. 14, 2021 USD ($) shares | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
One for Five Share Basis [Member] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 5 | |||
One for Three Point ThreeShare Basis [Member] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 3.3 | |||
One for Two Point Five Share Basis [Member] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2.5 | |||
One For One Point Seven Five Share Basis [Member] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1.75 | |||
Series B Preferred Stock Converted into Common Stock [Member] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | |||
Conversion of Preferred Stock, Maximum Conversion Allowed, Percentage of Outstanding Common Stock | 19.90% | |||
Total Preferred Stock [Member] | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Series A Preferred Stock [Member] | ||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Preferred Stock, Number of Votes Per Share | 100 | |||
Preferred stock, shares outstanding (in shares) | 3,269,998 | 3,269,998 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | |||
Series A Preferred Stock [Member] | Maximum [Member] | One for Five Share Basis [Member] | ||||
Market Capitalization, Conversion Threshold, Value | $ | $ 150,000,000 | |||
Series A Preferred Stock [Member] | Maximum [Member] | One for Three Point ThreeShare Basis [Member] | ||||
Market Capitalization, Conversion Threshold, Value | $ | 200,000,000 | |||
Series A Preferred Stock [Member] | Maximum [Member] | One for Two Point Five Share Basis [Member] | ||||
Market Capitalization, Conversion Threshold, Value | $ | 250,000,000 | |||
Series A Preferred Stock [Member] | Maximum [Member] | One For One Point Seven Five Share Basis [Member] | ||||
Market Capitalization, Conversion Threshold, Value | $ | 350,000,000 | |||
Series A Preferred Stock [Member] | Minimum [Member] | One for Three Point ThreeShare Basis [Member] | ||||
Market Capitalization, Conversion Threshold, Value | $ | 150,000,000 | |||
Series A Preferred Stock [Member] | Minimum [Member] | One for Two Point Five Share Basis [Member] | ||||
Market Capitalization, Conversion Threshold, Value | $ | 200,000,000 | |||
Series A Preferred Stock [Member] | Minimum [Member] | One For One Point Seven Five Share Basis [Member] | ||||
Market Capitalization, Conversion Threshold, Value | $ | 250,000,000 | |||
Series A Preferred Stock [Member] | Minimum [Member] | One For One Share Basis [Member] | ||||
Market Capitalization, Conversion Threshold, Value | $ | $ 350,000,000 | |||
Series B Convertible Preferred Stock [Member] | ||||
Preferred stock, shares authorized (in shares) | 2,400,000 | |||
Series B Preferred Stock [Member] | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Note 5 - Warrants to Purchase_3
Note 5 - Warrants to Purchase Common Stock (Details Textual) | Jun. 30, 2024 USD ($) shares |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights, Vested | 91,849 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights, Unvested | 1,389 |
Warrant, Nonvested, Cost Not yet Recognized, Amount | $ | $ 21,256 |
Note 5 - Warrants to Purchase_4
Note 5 - Warrants to Purchase Common Stock - Warrant Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Warrants, number of shares (in shares) | 109,584 | |
Warrants, average remaining life (Year) | 3 years 7 months 2 days | 3 years 6 months 10 days |
Issued, number of shares (in shares) | 0 | |
Forfeited (in shares) | (16,346) | |
Forfeited (in dollars per share) | $ 7.8 | |
Exercised, number of shares (in shares) | 0 | |
Warrants, number of shares (in shares) | 93,238 | |
Warrants, exercise price (in dollars per share) | $ 14.2 | |
Minimum [Member] | ||
Warrants, exercise price (in dollars per share) | $ 13.25 | |
Issued, exercise price (in dollars per share) | 0 | |
Exercised, exercise price (in dollars per share) | $ 0 |
Note 6 - Incentive Stock Plan_2
Note 6 - Incentive Stock Plan (Details Textual) - The 2021 Incentive Stock Plan [Member] - USD ($) | Jun. 30, 2024 | Feb. 06, 2023 | Oct. 07, 2022 | Oct. 06, 2022 |
Common Stock, Capital Shares Reserved for Future Issuance | 612,500 | 312,500 | 187,500 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 190,174 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 10,701 | |||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 68,257 |
Note 6 - Incentive Stock Plan -
Note 6 - Incentive Stock Plan - Option Activity Under Stock Plan (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Options, weighted average remaining life (Year) | 7 years 9 months 29 days | |
Options, number (in shares) | 200,875 | |
Options, weighted average exercise price (in dollars per share) | $ 9.17 | |
The 2021 Incentive Stock Plan [Member] | ||
Options, number (in shares) | 215,625 | |
Options, weighted average exercise price (in dollars per share) | $ 8.97 | |
Options, weighted average remaining life (Year) | 8 years 4 months 13 days | |
Issued, number (in shares) | 0 | |
Issued, weighted average exercise price (in dollars per share) | $ 0 | |
Forfeited, number (in shares) | (14,750) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 6.23 | |
Forfeited, weighted average remaining life (Year) | 8 years 9 months 29 days | |
Exercised, number (in shares) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | $ 0 |
Note 7 - Related Party Transa_2
Note 7 - Related Party Transactions (Details Textual) - Chief Executive Officer [Member] | Mar. 16, 2023 $ / shares shares |
Treasury Stock, Shares, Acquired | shares | 282,501 |
Shares Acquired, Average Cost Per Share | $ / shares | $ 0.28 |
Note 8 - Debt (Details Textual)
Note 8 - Debt (Details Textual) - USD ($) | May 28, 2024 | May 01, 2020 | Jun. 30, 2024 | Oct. 14, 2021 | Aug. 31, 2021 |
Paycheck Protection Program CARES Act [Member] | |||||
Proceeds from Issuance of Long-Term Debt | $ 130,200 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | 1% | |||
Long-Term Debt | $ 96,795 | ||||
Notes Payable, Noncurrent | $ 25,139 | ||||
Merchant Cash Advance Agreement [Member] | |||||
Proceeds from Short-Term Debt | $ 198,500 | ||||
Short Term Borrowings, Future Receivables Purchases Total | 272,000 | ||||
Short-term Debt. Weekly Payment Amount | $ 9,714 | ||||
Short-term Debt, Outstanding Amount | $ 182,655 |
Note 9 - Commitments and Cont_3
Note 9 - Commitments and Contingencies (Details Textual) | 6 Months Ended | |
Jun. 20, 2023 USD ($) | Jun. 30, 2024 USD ($) ft² | |
Operating Lease, Expense | $ 46,000 | |
Lawsuit Filed By Feenix Payment Systems [Member] | ||
Loss Contingency, Damages Sought, Value | $ 500,000 | |
Expanded Office Space, 5430 LBJ Freeway Dallas Texas [Member] | ||
Area of Real Estate Property | ft² | 2,685 |
Note 9 - Commitments and Cont_4
Note 9 - Commitments and Contingencies - Future Lease Payment Obligations (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
2024 | $ 45,309 | |
2025 | 91,122 | |
2026 | 93,136 | |
2027 | 95,150 | |
2028 | 72,495 | |
Total remaining lease payments | 397,212 | |
Less: imputed interest | (72,944) | |
Present Value of remaining lease payments | 324,268 | |
Lease liability right of use, current | 61,725 | $ 64,818 |
Lease liability right of use, long term | $ 262,543 | $ 287,417 |
Weighted-average remaining lease term (years) (Year) | 4 years 6 months | |
Weighted-average discount rate | 10% |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details Textual) - USD ($) | 3 Months Ended | |||||
Jul. 01, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 03, 2024 | Dec. 31, 2023 | Dec. 12, 2023 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Stock Issued During Period, Value, New Issues | $ 8,424,000 | |||||
Stock Purchase Agreement [Member] | Quadrofoglio Holdings LLC [Member] | ||||||
Proceeds from Issuance of Common Stock | $ 1,100,000 | |||||
Other Liabilities | $ 1,100,000 | |||||
Subsequent Event [Member] | ||||||
Financing Receivable, before Allowance for Credit Loss | $ 1,150,000 | |||||
Loans and Leases Receivable, Commitments, Interest Rate | 12% | |||||
Conversion Rate, Per Share (in dollars per share) | $ 1,197.92 | |||||
Percent of Outstanding Ordinary Shares At Conversion | 3.20% | |||||
Post Money Value, At Conversion | $ 48,136,000 | |||||
Share Exchange Rate (in dollars per share) | $ 294.17 | |||||
Percentage of Total Outstanding Shares | 70.60% | |||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 312,500 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||
Sale of Stock, Price Per Share (in dollars per share) | $ 4 | |||||
Proceeds from Issuance of Common Stock | $ 1,250,000 | |||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Chief Executive Officer [Member] | ||||||
Stock Issued During Period, Value, New Issues | 100,000 | |||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Quadrofoglio Holdings LLC [Member] | ||||||
Stock Issued During Period, Value, New Issues | $ 1,150,000 |