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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 26, 2026
REALLOYS INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41051 |
|
45-3598066 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
7280 W. Palmetto Park Rd., Suite 302N
Boca Raton, FL |
|
33433 |
| (Address of principal executive
offices) |
|
(Zip Code) |
972-726-9203
(Registrant’s telephone number, including area code)
| N/A |
| (Former name or former address, if changed since last report.) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | |
Trading Symbol(s) | |
Name of each exchange
on which
registered |
| Common Stock, par value $0.001 per share | |
ALOY | |
The
Nasdaq Stock Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
As previously reported, on June 24, 2026, REalloys
Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain institutional and accredited investors (the “Purchasers”) for the issuance and sale, in a private
placement (the “Offering”), of an aggregate of 7,017,540 shares (the “Shares”) of
the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $14.25
per share. The Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Purchasers and entered into Lock-Up Agreements with its officers and directors.
On June 26, 2026, the Company completed the closing
of the Offering. At the closing, the Company issued and sold an aggregate of 7,017,540 Shares at $14.25 per share, resulting in aggregate
gross proceeds to the Company of approximately $100 million, before deducting placement agent fees and estimated offering expenses.
Clear Street LLC acted as sole placement agent
for the Offering. The Company intends to use the net proceeds for working capital and general corporate purposes.
The terms of Purchase Agreement and the Registration
Rights Agreement were described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“Commission”) on June 25, 2026, and such descriptions are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Shares were issued and sold in reliance upon
the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as a transaction not involving
any public offering. Each Purchaser represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation
D and that it was acquiring the securities for its own account and not with a view to, or for resale in connection with, any distribution
thereof in violation of the Securities Act. Neither the Company nor any person acting on its behalf engaged in any general solicitation
or general advertising in connection with the Offering. The Shares have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption from the registration requirements.
Item 7.01 Regulation FD Disclosure.
On June 26, 2026, the Company issued a press release announcing the
closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities
Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 26, 2026 (furnished pursuant to Item 7.01 of Form 8-K). |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
REALLOYS INC. |
| |
|
| Date: June 26, 2026 |
By: |
/s/ Leonard Sternheim |
| |
Name: |
Leonard Sternheim |
| |
Title: |
President and Chief Executive Officer |
2
Exhibit 99.1
REalloys Inc. (Nasdaq: ALOY) Announces Closing
of $100 Million Private Placement
EUCLID, Ohio, June 26, 2026 (GLOBE NEWSWIRE) —
REalloys Inc. (Nasdaq: ALOY) (“REalloys” or the “Company”), a U.S.-based mine-to-magnet rare earth company, today
announced the closing of its previously announced private placement for the purchase and sale of an aggregate of 7,017,540 shares of common
stock at a purchase price of $14.25 per share, resulting in aggregate gross proceeds of approximately $100 million, before deducting placement
agent fees and estimated offering expenses.
The Company intends to use the net proceeds from
the offering for working capital and general corporate purposes.
Clear Street LLC acted as the sole placement agent
for the offering.
Haynes and Boone, LLP served as legal counsel
to REalloys for the offering. Paul Hastings LLP served as legal counsel to Clear Street LLC for the offering.
The securities being sold in the offering have
not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws
and accordingly may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an
applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has
agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of Common Stock
sold in the private placement.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of any securities in
any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
About REalloys Inc.
REalloys Inc. is advancing a fully integrated
North American mine-to-magnet supply chain encompassing upstream resource development, midstream processing, and downstream manufacturing.
REalloys’ upstream foundation includes its Hoidas Lake rare earth asset in Saskatchewan and a diversified network of allied feedstock
and recycling partners. Together with SRC, REalloys is funding and contracting the scale-up of North American heavy rare earth midstream
separation, refining, and metallization capabilities, securing exclusive access to the commercial output to supply its downstream manufacturing
operations in Euclid, Ohio. REalloys’ Ohio facility serves federal logistics and procurement agencies supporting the Department
of Defense, the Department of Energy, and the National Aeronautics and Space Administration, in addition to the broader defense industrial
base and Organic Industrial Base.
For more information, please visit https://realloys.com
or email InvestInAmerica@REalloys.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, without limitation,
statements regarding the anticipated use of net proceeds from the offering; and REalloys’ broader mine-to-magnet strategy. Words
such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,”
“potential,” “project,” “should,” “target,” “will,” and similar expressions
are intended to identify forward-looking statements, though their absence does not mean a statement is not forward-looking.
These statements are based on management’s
current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause actual
results to differ materially, including, without limitation: changes in prevailing market conditions; the availability, cost and terms
of financing; the anticipated use of proceeds, which could change as a result of market conditions or other reasons; risks related to
the filing and effectiveness of the resale registration statement; risks relating to permitting, construction, financing and operation
of REalloys’ downstream facilities; compliance with ITAR, EAR, Section 889-equivalent and other U.S. federal procurement and export-control
requirements; commodity-price volatility; uncertainties related to scaling new technologies or processes to industrial production; supply-chain
reliability, logistics, and availability of equipment and materials; changes to commercial arrangements with key partners; failure to
achieve anticipated qualification, validation, or commercial acceptance by customers; environmental, health, safety, permitting, and regulatory
risks; capital availability and financing conditions; geopolitical events and trade policies affecting critical minerals; workforce recruitment
and retention; cybersecurity or intellectual-property risks; competitive developments or technological change; the Company’s history
of losses and going-concern considerations; the Company’s status as an emerging growth company and smaller reporting company; and
the other risks and uncertainties described in REalloys’ filings with the U.S. Securities and Exchange Commission. Forward-looking
statements speak only as of the date of this release. REalloys undertakes no obligation to update any forward-looking statement except
as required by applicable law.
Investor and Media Contact
REalloys Inc.
7280 W. Palmetto Park Rd., Suite 302N, Boca Raton,
FL 33433
(972) 726-9203
Contact: Sarah Riley, Director of IR and Communications
Email: sarah.riley@realloys.com
Website: https://realloys.com
