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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 24, 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
On June 24, 2026, REalloys Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the
“Purchasers”).
Pursuant to the Purchase Agreement, the Company
agreed to issue and sell to the Purchasers, in a private placement (the “Offering”), an aggregate of approximately
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 aggregate gross proceeds to the Company from
the Offering are expected to be approximately $100 million, before deducting placement agent fees and estimated offering expenses.
Clear Street LLC (“Clear Street”)
acted as placement agent for the Offering.
The Purchase Agreement contains customary representations,
warranties, covenants and indemnification provisions. The Company has agreed that, for 45 days following the effective date of the resale
registration statement, it will not (subject to certain exceptions, including an Exempt Issuance) issue Common Stock or Common Stock equivalents.
The Company intends to use the net proceeds from
the Offering for general corporate and working capital purposes, subject to the limitations set forth in the Purchase Agreement.
The closing of the Offering (the “Closing”)
is expected to occur on or about June 26, 2026, subject to the satisfaction of customary closing conditions.
Registration Rights Agreement
In connection with the Offering, the Company and
the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant
to which the Company agreed to file with the Securities and Exchange Commission (the “Commission”) one or more
registration statements covering the resale of the Shares, and to use its best efforts to cause such registration statement(s) to become
effective within the time periods set forth therein and to keep them effective until the Shares may be sold without restriction under
Rule 144 or have been sold.
Lock-Up Agreements
In connection with the Offering, the Company’s
officers and directors entered into Lock-Up Agreements restricting certain sales and dispositions of Company securities for the period
set forth therein.
The foregoing descriptions of the Purchase Agreement,
the Registration Rights Agreement and the form of Lock-Up Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current
Report on Form 8-K and 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 offered and sold (or will be issued)
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 Rule 506(b) of Regulation D promulgated thereunder, as transactions
not involving any public offering. Each Purchaser represented that it is an “accredited investor” as defined in Rule 501(a)
of Regulation D under the Securities Act, 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 securities 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 24, 2026, the Company issued a press release
announcing the pricing of the Offering described in Item 1.01 above. 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 |
| 10.1 |
|
Form of Securities Purchase Agreement, dated June 24, 2026, by and among the Company and the Purchasers. |
| 10.2 |
|
Form of Registration Rights Agreement, dated June 24, 2026, by and among the Company and the Purchasers. |
| 10.3 |
|
Form of Lock-Up Agreement. |
| 99.1 |
|
Press Release, dated June 24, 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 25, 2026 |
By: |
/s/ Leonard Sternheim |
| |
Name: |
Leonard Sternheim |
| |
Title: |
President and Chief Executive Officer |
Exhibit 99.1
REalloys
Inc. (Nasdaq: ALOY) Announces Private Placement of Common Stock for Gross Proceeds of Approximately $100 Million
EUCLID,
Ohio, June 24, 2026 (GLOBE NEWSWIRE) — REalloys Inc. (Nasdaq: ALOY) (“REalloys” or the “Company”), a U.S.-based
mine-to-magnet rare earth company, today announced that it has entered into a securities purchase agreement with institutional investors
for the purchase and sale of common stock resulting in aggregate gross proceeds of approximately $100 million. The offering is expected
to close on or about June 26, 2026, subject to the satisfaction of customary closing conditions.
The
Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
Clear
Street LLC is acting as the sole placement agent for the offering.
Haynes
and Boone, LLP is serving as legal counsel to REalloys for the offering. Paul Hastings LLP is serving 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 offering, including the timing, size and expected gross proceeds of
the offering, the satisfaction of customary closing conditions and the Company’s ability to complete the offering; the anticipated
use of proceeds; 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: failure to satisfy closing conditions
for the offering; 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 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
