News

Palladium Capital Group Exclusive Financial Advisor in Blackboxstocks Inc. (NASDAQ:BLBK) Merger with REalloys Inc.

Palladium Capital Group, LLC today announced it served as the exclusive Financial Advisor in Blackboxstocks Inc.’s (NASDAQ: BLBX), (“Blackbox” or the “Company”) definitive merger agreement to acquire REalloys Inc. (“REalloys”), an integrated company focused on the development and production of rare earth elements (the “Merger”). The Merger is expected to position REalloys to become one of North America’s fully integrated leaders in rare earth high-performance magnet production, securing what REalloys’ management believes to be critical supply chains for U.S. national defense, advanced technologies and infrastructure.

Anchored by the Hoidas Lake Rare Earth Deposit in Saskatchewan—one of the world’s richest high-grade sources, rich in neodymium, praseodymium, dysprosium, and terbium—REalloys’ management anticipates its operation will become a cornerstone of the U.S. protected market supply chain. The Company believes that the Merger is a transformative leap towards a fully integrated, mine-to-magnet supply chain in North America. REalloys is committed to its “America First” principle, leveraging cutting-edge efficiency to provide a reliable, scalable supply of rare earth materials amid global uncertainty, with the aim reducing U.S. dependence on foreign suppliers.

David Argyle, Chief Executive Officer of REalloys, commented “REalloys plans to deliver mission-critical magnets to U.S. National Defense Stockpiles and key industries on an accelerated timeline. The United States is reclaiming its dominance in the rare earth and critical minerals arena, and we believe REalloys is well-positioned to be at the forefront of this pivotal shift. We believe this partnership with Blackbox marks an important moment for America’s rare earth production independence.”

Gust Kepler, Chief Executive Officer of the Company, added “We are excited about this transaction with REalloys. Not only do we expect the Merger to deliver significant value for our stockholders, but we also appreciate the opportunity to be involved with helping secure a supply chain that reduces our country’s dependence on foreign suppliers for materials that are critical to our national defense. We are honored to drive this transformation, fortifying North America’s leadership in rare earth production and safeguarding our nation’s future.”‍

Transaction Details • Upon closing of the Merger, it is anticipated Blackbox’s and REalloys’ stockholders will own approximately 7.3% and 92.7%, respectively, of the combined company’s shares of common stock expected to be outstanding upon closing of the Merger, based on REalloys’ initial valuation of $400 million.

• Blackbox’s stockholders of record prior to closing will receive Contingent Value Rights (CVRs) entitling them to certain net proceeds from the potential sale of Blackbox’s current fintech operations within 24 months post-Merger.

• Post-closing, David Argyle is expected to assume the role of Chief Executive Officer of the combined company, while Gust Kepler will continue as Chief Executive Officer of Blackbox.io, Inc., a subsidiary formed to continue the Company’s historic fintech operations. REalloys will appoint five members and current management of Blackbox will appoint one member to the board of directors of the post-Merger combined company.

• Blackbox and REalloys plan to work together to file a Registration Statement and Proxy Statement on Form S-4 to obtain approval of the Merger (the “Merger Registration Statement”). The Merger is expected to close in the second quarter of 2025 and is subject to customary closing conditions including but not limited to regulatory, lender and stockholder approval.

Winstead PC is serving as legal counsel to Blackbox. Haynes and Boone, LLP is serving as legal counsel to REalloys.

For additional information about the Merger, please refer to the Current Report on Form 8-K that will be filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 10, 2025.‍

About REalloys Inc. REalloys Inc. is an integrated company focused on the development and production of rare earth elements, with a primary asset in its 100% owned Hoidas Lake deposit located in northern Saskatchewan, Canada. The project already boasts a significant Mineral Resource Estimate of 2,153,000 tons of Total Rare Earth Oxides (TREO) in the Measured and Indicated categories, with significant potential upside. The Hoidas Lake deposit is distinguished by its unique combination of both Heavy Rare Earth Elements (HREEs), including Dysprosium, Terbium, Gadolinium, and Erbium, as well as Light Rare Earth Elements (LREEs) such as Neodymium, Praseodymium, Cerium, and Lanthanum. REalloys is strategically positioning itself by building a North American high-performance magnet supply chain tailored to U.S. protected markets. REalloys’ target sectors include National Defense Stockpiles, the Defense Industrial Base, Nuclear Industrial Base, robotics, electric aviation, and critical infrastructure. With a strong focus on an accelerated timeline, REalloys is committed to supporting the growing demand for these vital materials in key industries.

For more information, go to: https://realloys.com

About Blackboxstocks Inc. Blackboxstocks Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our 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. Blackbox continuously scans the NASDAQ, New York Stock Exchange, CBOE, and all other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We recently introduced a live audio/screenshare feature that allows our members to broadcast on their own channels to share trade strategies and market insight within the Blackbox community. Blackbox is a SaaS company with a growing base of users that spans over 40 countries; current subscription fees are $99.97 per month or $959.00 annually.

For more information, go to: https://blackboxstocks.com/

Palladium Capital Group Serves Exclusive Advisor in NanoVibronix (NASDAQ: NAOV) Acquisition of ENvue Medical Holdings

Palladium Capital Group Announces Role as Exclusive Advisor in NanoVibronix Acquisition of ENvue Medical Holdings

Palladium Capital Group, LLC today announced it served as the exclusive advisor in NanoVibronix, Inc.’s (NASDAQ: NAOV) (the “Company”) acquisition of ENvue Medical Holdings Corp. (“ENvue”) (the “Acquisition”), a privately-held, innovative leader in enteral feeding solutions. This strategic transaction will combine the strengths of both companies, creating a platform for growth and expanded market reach in the medical device sector. The Company believes that the Acquisition will strengthen the combined company’s market position in enteral feeding technology and therapeutic medical devices, as ENvue’s proprietary technology aligns with the Company’s commitment to patient safety and advanced medical solutions and the combined company is expected to benefit from a broader commercial platform, enhanced distribution and operational efficiencies.

Brian Murphy, CEO of NanoVibronix, Inc., stated: “This transaction represents a transformational opportunity for NanoVibronix and our shareholders. ENvue Medical has developed an innovative solution that directly addresses critical patient safety challenges in enteral feeding, and we are excited to integrate their technology into our portfolio. Together, we are positioned to accelerate growth, improve patient outcomes and create long-term value for our shareholders.”

Dr. Doron Besser, CEO of ENvue Medical Holdings, Corp., added: “Joining forces with NanoVibronix marks the beginning of an exciting new chapter for ENvue Medical. Our combined expertise, market presence and commitment to innovation will allow us to reach more hospitals and healthcare providers with life-saving solutions. We look forward to bringing our cutting-edge enteral feeding technology to a broader audience and making a meaningful impact in patient care.”

About the Acquisition and the Private Placement

The Acquisition of ENvue was structured as a stock-for-stock transaction pursuant to which all of ENvue’s outstanding equity interests were exchanged based on a fixed exchange ratio for consideration as a combination of 1,734,995 shares of the Company common stock, which such number of shares represented no more than 19.9% of the outstanding shares of Company common stock as of immediately before the effective time of the Acquisition, and 57,720 shares of Series X Non-Voting Convertible Preferred Stock (the “Series X Preferred Stock”) (or 57,720,000 shares of common stock on an as-converted-to-common basis). Subject to Company stockholder approval, each share of Series X Preferred Stock will automatically convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations set by each holder.

After giving effect to Acquisition and pursuant to the terms and conditions of the merger agreement governing the Acquisition, (i) the holders of the outstanding equity of ENvue immediately prior to the effective time of the first merger (“First Effective Time”) own 19.9% of the common stock of the Company and 85.0% of the outstanding equity of the Company (assuming the Series X Preferred Stock is converting at a ratio of 1,000:1) immediately following the First Effective Time, which following stockholder approval will allow the Series X Preferred Stock to convert to common stock of the Company, which may result in the holders of ENvue holding 85% of the common stock of the Company, and (ii) the holders of our outstanding equity immediately prior to the First Effective Time holding 80.1% of the common stock of the Company and 15.0% of the outstanding equity of the Company (assuming the Series X Preferred Stock is converting at a ratio of 1,000:1) immediately following the First Effective Time, which following stockholder approval will allow the Series X Preferred Stock to convert to common stock of the Company which may result in our holders holding 15% of common stock of the Company.

Following the consummation of the Acquisition, a successor-in-interest of ENvue will become a wholly-owned subsidiary of the Company. The Acquisition was approved by the Board of Directors of Company and the Board of Directors and stockholders of ENvue and was consummated on February 14, 2025.

Concurrently with the completion of the Acquisition, the Company consummated a private placement investment with an institutional investor, pursuant to which the Company sold in a private placement a senior convertible debenture (the “Debenture”) having an aggregate principal amount of $500,000 (the “Debenture Transaction”). Following the receipt of stockholder approval, the Debenture is convertible, in whole or in part, into shares of the Company’s common stock, at the option of the holder, at the initial conversion price of $0.4446, which is subject to customary anti-dilution adjustments, and which such conversion price shall not be lower than the floor price of $0.08892 (“Debenture Shares”).

Palladium Capital Group, LLC served as the exclusive advisor on the transaction. Haynes and Boone, LLP acted as legal advisor to ENvue. Pierson Ferdinand, LLP acted as legal advisor to the Company.

The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Pursuant to the terms of the merger agreement for the Acquisition and the registration right agreement governing the private placement, the Company has agreed to file a registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission (the “SEC”) registering the resale of Debenture Shares, the shares of Company common stock issued in the Acquisition, and the share of common stock issuable upon conversion of the Series X Preferred Stock issued in the Acquisition.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of the Company in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Management and Organization

NanoVibronix and ENvue will continue to be led by its current management team, with the addition of Doron Besser of ENvue and Professor Zeev Rotstein as directors, and resignation of Harold Jacob, M.D., Maria Schroeder and Michael Ferguson from the board of directors of the Company. Following the Acquisition, the Company board of directors will be comprised of Brian Murphy, Christopher Fashek, Martin Goldstein, Thomas R. Mika, Aurora Cassirer, Doron Besser, M.D., and Professor Zeev Rotstein, M.D.

About NanoVibronix, Inc.

NanoVibronix, Inc. (NASDAQ: NAOV) is a medical device company headquartered in Tyler, Texas, with research and development in Nesher, Israel, focused on developing medical devices utilizing its patented low intensity surface acoustic wave (SAW) technology. The proprietary technology allows for the creation of low-frequency ultrasound waves that can be utilized for a variety of medical applications, including for disruption of biofilms and bacterial colonization, as well as for pain relief. The devices can be administered at home without the continuous assistance of medical professionals. The Company’s primary products include PainShield® and UroShield®, which are portable devices suitable for administration at home or in any care setting. Additional information about NanoVibronix is available at: www.nanovibronix.com.

About ENvue Medical Holdings Corp.

ENvue Medical Holdings Corp is a leader in electromagnetic navigation technology, providing real-time guidance for enteral feeding tube placement across critical care, step-down units, and general medical-surgical floors in hospitals. The FDA 510(k)-cleared ENvue System and feeding tube are designed to support precise and efficient placement, enabling clinicians to navigate feeding tubes with confidence, while reducing the risk of misplacement and complication. Already in use at numerous hospitals across the United States, ENvue improves workflow efficiency and enhances patient care by offering a reliable alternative to traditional blind placement methods.

Built on Enhanced Navigation (EN), ENvue isa platform technology system with the potential to expand beyond enteral feeding into areas such as vascular access, positioning the company for long-term growth in multiple medical applications.

With a strong foundation in clinical innovation and adoption in leading healthcare institutions, ENvue Medical is advancing the future of guided medical navigation. Additional information about the ENvue System and feeding tubes is available at: www.envuemed.com.

Forward-looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. These forward-looking statements include, but are not limited to: future expectations, plans and prospects for the Company following the consummation of the acquisition and stockholder approval of the conversion of the Series X Preferred Stock. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified; consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with: (i) market acceptance of our existing and new products or lengthy product delays in key markets; (ii) negative or unreliable clinical trial results; (iii) inability to secure regulatory approvals for the sale of our products; (iv) intense competition in the medical device industry from much larger, multinational companies; (v) product liability claims; (vi) product malfunctions; (vii) our limited manufacturing capabilities and reliance on subcontractor assistance; (viii) insufficient or inadequate reimbursements by governmental and/or other third party payers for our products; (ix) our ability to successfully obtain and maintain intellectual property protection covering our products; (x) legislative or regulatory reform impacting the healthcare system in the U.S. or in foreign jurisdictions; (xi) our reliance on single suppliers for certain product components, (xii) the need to raise additional capital to meet our future business requirements and obligations, given the fact that such capital may not be available, or may be costly, dilutive or difficult to obtain; (xiii) our conducting business in foreign jurisdictions exposing us to additional challenges, such as foreign currency exchange rate fluctuations, logistical and communications challenges, the burden and cost of compliance with foreign laws, and political and/or economic instabilities in specific jurisdictions; and (xiv) market and other conditions. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at: http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events, or otherwise, except as required by law.

Palladium Capital Group Facilitates Brandlive’s $15,000,000 Credit Facility.

Brandlive’s mission is to help companies elevate their webinars and town halls so that they are a lot less like an ordinary Zoom and a lot more like the video we’re watching outside of work, each and every day. Learn more at https://www.brandlive.com/company.

Palladium Capital Group Facilitates Inveniam Capital Partners’ $17,000,000 Pre-Series B Financing, Led by Cushman & Wakefield (NYSE: CWK)

NEW YORK, NY – Palladium Capital Group, LLC, announces that it has served as investment banker to Inveniam Capital Partners, Inc.™ in a convertible note offering led by Cushman & Wakefield, Inc. and secured additional equity financing. The funding serves as interim financing between Inveniam’s Series A equity round and their planned Series B equity round in 2025.

Inveniam Capital Partners is building infrastructure to bring public market efficiency to private markets while maintaining privacy and control. Their platform, Inveniam.io, serves as a data operating system delivering trusted access, transparency, and performance data for private market assets. Through patented blockchain technologies, the platform enables real-time data surveillance, seamless data management, and independent valuations, transforming how private market assets are accessed, utilized, and valued.

Palladium Capital Group Advisor to Total Ancillary in $35,000,000 Senior Secured Loan

Palladium Capital Group, LLC today announced it acted as Financial Advisor in a $35,000,000 Senior Secured Loan for Total Ancillary. The transaction was completed in June 2024. This financing demonstrates Palladium’s continued expertise in structuring significant debt solutions for its clients..

Palladium Capital Exclusive Placement Agent for $26,000,000 Debt Financing for Glytec

NEW YORK, NY – On September 28, 2023, Palladium Capital Group, LLC announced that it facilitated the private placement of a $26 million senior secured loan for Glytec, LLC and its parent company, Aseko, Inc. in August 2023.

About Glytec

Glytec is the insulin management software company for healthcare providers focused on improving the quality and cost of care. Its FDA-cleared titration software and proprietary algorithms power the only solution capable of delivering personalized diabetes treatment recommendations across the continuum of care, from hospital to home. With ongoing support from its team of doctors, nurses and technologists headquartered outside of Boston, Glytec improves outcomes and controls costs for the large population of patients requiring insulin treatment – including those with and without a diagnosis of diabetes. For more information, follow Glytec on Twitter (@Glytec) and LinkedIn, or visit www.GlytecSystems.com.

Palladium Capital Group Sole Placement Agent for $22,000,000 Equity Financing for AYRO, Inc. (NASDAQ:AYRO)

NEW YORK, NY – On August 8, 2023, Palladium Capital Group, LLC announced it acted as sole placement agent a private placement in which AYRO, Inc. (the “Company”) entered into a Securities Purchase Agreement  with certain existing investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 22,000 shares of the Company’s newly-designated Series H-7 convertible preferred stock with a stated value of $1,000 per share, initially convertible into up to 22,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price of $1.00 per share, and (ii) warrants to acquire up to an aggregate of 22,000,000 shares of Common Stock at an exercise price of $1.00 per share.

About AYRO

AYRO designs and produces zero emission vehicles and systems that redefine the very nature of sustainability. Our goal is to craft solutions in a way that leaves minimal impact on not only carbon emissions, but the space itself. From tire tread, fuel cells, sound and even discordant visuals, we apply engineering and artistry to every element of our product mix. The AYRO Vanish is the first in this new product roadmap. For more information, visit ayro.com.

Palladium Capital Group Facilitates $5,000,000 Financing for Cryptyde, Inc. (NASDAQ: TYDE)

NEW YORK, NY – On March 15, 2023, Palladium Capital Group, LLC, acted as sole placement agent for Cryptyde, Inc. for the issuance and sale of a Senior Secured Convertible Note with an initial principal amount of $5,555,000. The purchase price of the Note and the Warrant is $5 million.

Palladium Capital Group Sole Placement Agent for $10,000,000 Private Placement for Vinco Ventures Inc. (NASDAQ:BBIG)

NEW YORK, NY – On February 5, 2023, Palladium Capital Group, LLC, acted as sole placement agent for Vinco Ventures Inc., in its issuance of a $10,000,000 principal amount convertible note and shares of Series A perpetual non-convertible preferred stock of the Company designated as Series A Preferred Stock.

Palladium Exclusive Placement Agent in $550,000 Debt Financing for PishPosh, Inc.

NEW YORK, NY, January 31st, 2023 – Palladium Capital Group, LLC, today announces that it has  served as the exclusive placement agent and financial advisor to PishPosh Inc. in its issuance of an aggregate of $550,000 in unsecured original issue discount promissory notes.

For more information about PishPosh Baby, please visit their website: https://pishposhbaby.com/pages/about-us