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 1.01 Entry into a Material Definitive Agreement.



On December 20, 2024, Health In Tech, Inc., a Nevada corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with American Trust Investment Services, Inc., as representative (the “Representative”) of the several underwriters identified therein, relating to the Company’s initial public offering (the “Offering”) of 2,300,000 shares of the Company’s Class A Common Stock, par value $0.001 per share (the “Shares”). The Company previously filed the form of underwriting agreement as an exhibit to its Registration Statement on Form S-1, as amended from time to time (File No. 333-281853) (the “Registration Statement”). The price per Share to the public was $4.00. The Company also granted the Underwriters a 30-day option to purchase up to 345,000 additional Shares on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering.



On December 24, 2024, the Company consummated the Offering and issued the Shares for aggregate net proceeds of approximately $7.27 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the Offering, along with its existing cash and cash equivalents, to fund enhancements to the Company’s current systems as well as the development of additional functionalities of its systems, business expansion of the Company’s service offerings, expansion of sales and distribution channels in order to reach a broader customer base, talent development and retention, as well as for working capital and other general corporate purposes.



The Shares were offered, issued and sold to the public pursuant to the Registration Statement, which was declared effective by the Securities and Exchange Commission (“SEC”) on December 19, 2024, and the prospectus forming a part thereof. A final prospectus dated December 20, 2024, describing the terms of the Offering was filed with the SEC on December 23, 2024 and is available on the SEC’s website located at http://www.sec.gov.



The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties.



The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached as Exhibit 1.1 hereto and is incorporated herein by reference.



On December 20, 2024, the Company also entered into indemnification agreements (the “Indemnification Agreement”) with each of its directors and executive officers. Under these Indemnification Agreements, the Company has agreed to indemnify its directors and executive officers against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or executive officer of the Company.



A copy of the form of the Indemnification Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Indemnification Agreement.

Item 1.01 Entry into a Material Definitive Agreement.



On December 24, 2024, Airship AI, Holdings, Inc. (the “Company”) entered into warrant exercise inducement offer letter (the “Inducement Letter”) with its holder (the “Holder”) of its existing common stock warrants exercisable for an aggregate of 2,882,883 shares of its common stock (collectively, the “Existing Warrants”), to exercise its Existing Warrants at the existing exercise price of $2.65 per share, in exchange for the Company’s agreement to issue new common stock warrants to purchase 2,162,162 shares of common stock at an exercise price per share of $4.50 (the “Inducement Warrants”). The aggregate gross proceeds from the exercise of the Existing Warrants is approximately $7,639,640, before deducting financial advisory fees. The Company intends to use the net proceeds from the exercise of the Existing Warrants for working capital and general corporate purposes.



The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-1 (File No. 333-281333), which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 29, 2024.



In consideration for the immediate exercise of the Existing Warrants for cash, the Holder received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Inducement Warrants have an exercise price of $4.50 per share, are immediately exercisable and will be exercisable for five years from the date of issuance.



The Inducement Warrants and the shares of common stock underlying the Inducement Warrants offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities 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 such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the SEC within twenty days of the closing to register the resale of the shares of common stock underlying the Inducement Warrants.



In connection with the transaction described above, the Company entered into a financial advisory services agreement, dated December 24, 2024, with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company has agreed to pay Roth for its services a cash fee of up to 6% of the gross proceeds received by the Company in connection with the exercise of the Existing Warrants.



Item 3.02 Unregistered Sales of Equity Securities.



The Company issued the Existing Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Inducement Warrants pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the Inducement Warrants under Item 1.01 of this Current Report is incorporated herein by reference. The form of the Inducement Warrants is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

On December 23, 2024, the Superior Court, State of California, County of Santa Clara, ruled in favor of Silvaco Group, Inc. (the "Company") and denied a motion brought by former shareholders of Nangate Denmark ApS for prejudgment interest on the previously disclosed $11.3 million damages for breach of contract. The Company previously estimated prejudgment interest to be $3.8 million as of September 30, 2024, if owed, and recorded a charge for that amount to estimated litigation claim and accrued expenses and other current liabilities.

Item 1.01 Entry into a Material Agreement



On December 22, 2024, N2OFF, Inc., a Nevada corporation (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with MitoCareX Bio Ltd., an Israeli private company (“MitoCareX”), and L.I.A. Pure Capital Ltd., an Israeli company (“Pure Capital”), pursuant to which the Company agreed to loan $250,000 (the “Principal”) to MitoCareX with interest accruing at an annual rate pursuant to Section 3(j) of the Income Tax Ordinance, published by the Israel Tax Authority for loans in US dollars, which is currently the USD exchange rate fluctuation, until the Maturity Date plus 3%, as may be adjusted from time to time ( the “Loan”). The term of the Loan is six months with repayment of Principal and accrued interest due at maturity. In the event of a transaction whereby MitoCareX becomes a subsidiary of the Company, any amount outstanding under the Loan will be deducted from any future amount allocated by the Company to MitoCareX during the first year following the foregoing transaction. Pure Capital has agreed to guarantee the repayment of the Loan by MitoCareX.



The foregoing description of the Loan Agreement is not complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.



Item 3.02 Unregistered Sales of Equity Securities



On December 23, 2024, the board of directors of the Company, upon the recommendation of the compensation committee, and following the non-binding advisory approval by the stockholders of the Company at its annual meeting of stockholder held on November 13, 2024, issued an aggregate of 650,000 shares of common stock under its 2022 Share Incentive Plan to the Company’s directors for serving on the board of directors.