Welcome to our dedicated page for REALLOYS SEC filings (Ticker: ALOY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
REalloys Inc. filings document material-event disclosures for the company’s public-company governance, capital structure and rare earth operating platform. Recent 8-K filings cover material agreements, preferred-stock transactions, changes in the company’s independent registered public accounting firm and related audit disclosures.
The filing record also identifies corporate and security matters for the Nevada registrant, including Series A Preferred Stock transactions, agreements involving preferred stock of Blackbox.io, Inc., auditor appointment and dismissal disclosures, and current-report items tied to capital-structure and governance events.
REALLOYS INC. received a Schedule 13G reporting that Andrew Sherman, Powdermet Inc., and PMT Metals LLC together had beneficial ownership of 5,780,600 shares of Common Stock as of February 24, 2026. This represents 9.44% of the outstanding Common Stock, based on 61,213,498 shares outstanding as of May 15, 2026.
All of these shares are reported with shared voting and dispositive power. Powdermet Inc. is shown with 2,890,000 shares (4.72% of the class) and PMT Metals LLC with 2,890,300 shares (4.72% of the class), with Sherman deemed to beneficially own the shares held by both entities through his roles as President and majority owner of Powdermet and Managing Member of PMT Metals. The reporting parties entered into a Joint Filing Agreement to make this group filing.
Realloys Inc. reported several leadership changes and related compensation terms. Chief Financial Officer Robert Winspear resigned effective June 24, 2026, without any disagreement with the company. He will receive a lump-sum severance of $200,000, a grant of 20,000 fully vested restricted shares under the 2025 Long-Term Incentive Plan, and an additional cash payment to cover taxes tied to the share vesting, in exchange for a general release and ongoing cooperation and confidentiality obligations.
The Board appointed Craig Cunningham as the new Chief Financial Officer effective June 24, 2026, under a consulting arrangement with Provenance Advisors Inc. The agreement runs for an initial 24-month term and provides a base consulting fee of $55,000 per month (or $660,000 annually, a target annual bonus equal to 100% of the annualized fee (with a 150% maximum), and an initial long-term equity award valued at $990,000, half vesting at grant and half on the first anniversary. If terminated without cause or resigned for good reason, Cunningham is entitled to cash severance equal to 18 months of consulting fees and target bonus, with enhanced 24-month and 200% target bonus payments upon a qualifying change in control, plus accelerated vesting of certain equity awards.
The company also disclosed that director Joseph Sawyer will resign from the Board effective June 29, 2026, also without any disagreement, and the Board does not currently plan to fill the resulting vacancy.
REalloys Inc. is registering the resale of up to 7,017,540 shares of its Common Stock. These shares were issued in a private placement and are being registered for resale by the selling stockholders; the company will receive no proceeds from resale of these shares. The resale may occur from time to time under the shelf registration on Form S-3 and individual prospectus supplements will describe specific sale methods and terms.
REalloys Inc. completed a private placement of 7,017,540 shares of common stock at $14.25 per share, raising approximately $100 million in gross proceeds. The company plans to use the net proceeds for working capital and general corporate purposes.
The shares were sold to institutional and accredited investors under a Securities Purchase Agreement, relying on exemptions from SEC registration under Section 4(a)(2) and Rule 506(b) of Regulation D. REalloys agreed to file a registration statement to register the resale of the shares, and its officers and directors entered into lock-up agreements in connection with the transaction.
REalloys Inc. entered into a Securities Purchase Agreement with accredited institutional investors for a private placement of approximately 7,017,540 common shares at $14.25 per share, for expected gross proceeds of about $100 million before fees and expenses.
The company plans to use the net proceeds for general corporate and working capital purposes. REalloys agreed to file registration statement(s) to cover the resale of the new shares and to keep them effective until the shares can be sold without restriction under Rule 144 or have been sold. Officers and directors signed lock-up agreements limiting certain sales of company securities for a specified period.
The closing of the offering is expected on or about June 26, 2026, subject to customary conditions. Clear Street LLC acted as placement agent, with the offering conducted as an unregistered private placement under Section 4(a)(2) and Rule 506(b) of Regulation D.
Alexander Capital LP submitted a Form 144/A notice relating to proposed sales of 550,000 shares of Common Stock. The filing also lists a separate 12,507-share issuance under a Stock Purchase Agreement dated 07/01/2024. The excerpt shows multiple reported sales by Gust Kepler during the past three months, including a 100,000-share sale on 05/21/2026 and a 53,956-share sale on 06/03/2026.
The document records conversions and past transactions (a Series A Convertible Preferred Stock conversion noted as occurring in 2026). The filing is a notice of proposed resale activity; it lists individual sale dates, share counts, and gross proceeds for the trades shown.
Alexander Capital LP filed a Form 144 disclosing proposed dispositions of Common Stock. The filing lists a series of sales by an affiliated holder on specific dates in 2026, including multiple transactions of common shares with dollar proceeds shown for each trade. The filing also lists earlier issuances and a 550,000 shares entry under "Securities To Be Sold."
REalloys Inc. entered into a long-term Rare Earth Product Offtake Agreement with Critical Metals Corp., securing 15% of Phase 1 concentrate production from the Tanbreez rare earth project in Greenland for an initial 15-year term. Supply begins once the parties agree on detailed product specifications and qualification requirements, and either side may terminate if this Supply Start Date is not reached within five years of the May 2026 effective date.
The commitment is limited to Phase 1, which has a nameplate capacity of up to 15,000 metric tons of concentrate per year, with monthly deliveries subject to a ±5% operational variance. Pricing for neodymium-praseodymium, dysprosium, terbium, and yttrium is linked to ex-China index averages with a floor price that escalates 2% annually, and REalloys must compensate Critical Metals if it causes delivery shortfalls. The company highlights this offtake as a cornerstone of its mine-to-magnet strategy aimed at supplying U.S. defense and critical industrial customers ahead of expanded U.S. procurement restrictions on Chinese rare earth content effective January 1, 2027.
REalloys Inc. reported a first‑quarter 2026 net loss of $106.7 million, or $1.98 per share, on early‑stage revenue of $0.7 million from rare earth products and the Blackbox trading platform. Results were dominated by non‑cash items, including $81.8 million of stock‑based compensation, a $6.4 million impairment on its EVTEC investment, and $9.2 million of preferred stock accretion.
Cash and restricted cash rose to $50.0 million as of March 31 2026, helped by a $50.0 million underwritten equity offering that produced approximately $46.8 million in net proceeds. Management concluded substantial doubt about the company’s ability to continue as a going concern no longer existed, though significant future capital will be needed for its mine‑to‑magnet growth strategy.
ReAlloys Inc. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company states additional time is required to compile and analyze supporting documentation to complete financial statement preparation and review. The filing says the Form 10-Q is expected to be filed no later than the fifth calendar day following the prescribed due date.