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:
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).
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.
On August 13, 2026, REalloys Inc. issued an earnings release announcing
its financial results for the three and six months ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The press release is incorporated by reference into this Item 2.02, and the foregoing description of the press release is qualified in
its entirety by reference to Exhibit 99.1.
The information in this Item 2.02 of Form 8-K, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
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.
Exhibit 99.1
FOR IMMEDIATE RELEASE
REalloys Reports Second Quarter 2026 Results
Saskatchewan Research Council (“SRC”)
Rare Earth Processing Facility upgrade and Metallization Facility fully funded; $122.4 million of cash at quarter-end; advances U.S. Army
Enhanced Use Lease negotiations at Tooele Army Depot
| ● | Fully funded the upgrade of SRC’s Rare Earth Processing Facility, targeting approximately 525 tonnes of
NdPr metal, 30 tonnes of dysprosium oxide and 15 tonnes of terbium oxide of annual capacity |
| ● | Advanced the fully funded Heavy Rare Earth Metallization Facility, targeting commissioning in the first
quarter of 2028 with approximately 50 tonnes of annual dysprosium and terbium oxide capacity |
| ● | Closed a $100.0 million private placement of common stock in June 2026, ending the quarter with $122.4
million in cash |
| ● | Selected by the U.S. Army for exclusive negotiations toward a long-term Enhanced Use Lease at Tooele Army
Depot, Utah, to develop heavy rare earth processing facilities |
BOCA RATON, Fla., August 13, 2026 /PRNewswire/
-- REalloys Inc. (Nasdaq: ALOY) (the “Company” or “REalloys”), today reported results for the second quarter ended
June 30, 2026. Net revenues were $0.8 million, compared with $0.4 million in the second quarter of 2025, and the Company reported a net
loss of $36.8 million, or $0.59 per diluted share, compared with a net loss of $2.2 million, or $0.05 per diluted share, in the prior-year
quarter. The increase in net loss was driven primarily by $32.1 million of non-cash stock-based compensation associated with director,
officer, and consultant equity awards primarily granted in connection with the Company’s February 2026 transition to a Nasdaq-listed
public company.
| | “This quarter we fully funded the upgrade of the SRC Rare Earth
Processing Facility and our planned Pilot and Commercial Metallization Facility, advanced our selection by the U.S. Army for exclusive
Enhanced Use Lease negotiations at Tooele Army Depot, and continued to build the leadership team needed to execute our mine-to-magnet
strategy. Committing the capital to fully fund the SRC upgrade and expansion, as well as our Metallization Facility, puts our flagship
strategic projects on a clear path to commissioning, and reflects the same trend behind our discussions with the U.S. Army: North America’s
need for secure, traceable, non-Chinese sources of rare earth and magnet materials has never been greater, and we intend to be that source.”
— Leonard Sternheim, Chief Executive Officer of REalloys
“Rare earth magnets are foundational to the defense platforms,
systems and advanced technologies that underpin the security of the United States and its allies, and we believe building a resilient,
non-Chinese supply chain for these materials is one of the most consequential industrial challenges of our time. We have significantly
deepened our leadership bench, adding public-company financial discipline, hands-on expertise in rare earth processing and metallization,
and a sharpened focus on strategic partnerships. All this reflects the seriousness and technical depth we are bringing to this mission”
— Stephen S. duMont, Non-Executive Chairman of the Board of REalloys |
Second Quarter Financial Highlights
| ● | The Company’s cash balance as of June 30, 2026 was approximately $122.4 million |
| ● | Maintained a strong, virtually debt-free balance sheet, against $209.8 million of assets |
Revenue growth was driven by PMTCM’s sales of
rare earth metals and materials from the Euclid facility, including under a Defense Logistics Agency contract, and by subscription revenue
from the Blackbox trading analytics platform prior to its deconsolidation on May 5, 2026. General and administrative expense for the quarter
included $32.1 million of non-cash stock-based compensation, comprising $19.5 million related to RSU and RPSU awards to the Board of Directors
and executives and $12.6 million related to shares-for-services consulting awards. Excluding non-cash items, general and administrative
expense was approximately $3.9 million (a non-GAAP measure; see “Non-GAAP Financial Measures” below).
For the six months ended June 30, 2026, net revenues
were $1.5 million, compared with $0.4 million in the prior-year period, and net loss was $143.5 million, or $2.49 per diluted share, compared
with a net loss of $3.9 million, or $0.11 per diluted share, in the prior-year period. The six-month net loss included $113.9 million
of non-cash stock-based compensation, a $9.2 million non-cash accretion charge on the conversion of Series C Convertible Preferred Stock,
a $6.4 million non-cash impairment charge related to the Company’s EVTEC investment, and a $3.4 million non-cash change in the fair value
of contingent consideration.
Strategic Projects Update
and Outlook
SRC Rare Earth Processing Facility Upgrade
— Fully Funded. REalloys has fully funded, with committed capital, the planned upgrade of the SRC’s Rare Earth Processing
Facility. SRC is expected to commence upgrade activity in the third quarter of 2026, targeting increased annual production capacity of
approximately 525 tonnes of NdPr metal, 30 tonnes of dysprosium oxide and 15 tonnes of terbium oxide. REalloys has secured supply rights
to approximately 80% of the expanded facility’s output. Together with SRC, the Company plans to advance separation trials using recycled
mixed rare earth oxide feedstock in the second half of 2026, targeting separated material for potential customer qualification as early
as the fourth quarter of 2026, with commercial intake of NdPr metal and dysprosium/terbium oxides from SRC expected to commence in the
third quarter of 2027.
Heavy Rare Earth Metallization Facility —
Fully Funded. The Company is advancing engineering and equipment procurement for its planned Heavy Rare Earth Metallization Facility,
which is targeted for commissioning in the first quarter of 2028 and initial operations in the first half of 2028, with a targeted annual
capacity of approximately 50 tonnes of combined dysprosium and terbium oxide feedstock.
Capital Resources and Liquidity. REalloys
has committed approximately $58.3 million of capital funding for the SRC facility upgrade and its Heavy Rare Earth Metallization projects
described above through to commissioning, and believes the Company’s existing cash resources are sufficient to fund these projects without
reliance on any additional financing transaction.
U.S. Army Enhanced Use Lease Opportunity at
Tooele Army Depot. The Company announced it had been selected by the U.S. Army for exclusive negotiations toward a long-term Enhanced
Use Lease at Tooele Army Depot in Utah, under which REalloys would design, finance, build, and operate heavy rare earth processing facilities
at the site. The negotiation phase is scheduled to complete by mid-September 2026.
Diversifying North American Feedstock Network.
During the quarter, the Company entered non-binding arrangements to explore feedstock supply with U.S. Critical Materials Corp. (Sheep
Creek project, Montana), Ramaco Resources, Inc. (Brook Mine, Wyoming) and Patriot Exploration & Mining, as it works to secure additional
feedstock sources ahead of expanded processing capacity coming online.
Recent Developments
Leadership Appointments. Effective June
24, 2026, Craig Cunningham was appointed Chief Financial Officer, succeeding Robert Winspear. Mr. Cunningham is a Chartered Professional
Accountant with more than two decades of global and cross-border public-company finance leadership in the mining and critical minerals
sectors, including prior roles as CFO of Li-Cycle Holdings Corp. and Electra Battery Materials Corporation, and twelve years in senior
finance roles at Kinross Gold Corporation.
Effective September 1, 2026, Anupam Ghildyal will
transition from Chief Operating Officer to the newly created role of Chief Growth Officer. Mr. Ghildyal brings a track record in corporate
development, capital formation, and commercialization, having been part of the founding team at VulcanForms and having helped launch more
than 20 products while raising over $1 billion in funding for early-and growth-stage manufacturing, materials, and energy companies. In
his new role, he will focus on advancing the Company’s strategic partnerships, feedstock and offtake relationships, and growth initiatives.
Dr. Muhammad Imran will join REalloys as Chief
Operating Officer effective September 1, 2026. Dr. Imran holds a Ph.D. in Chemical Engineering and most recently served as Chief Technology
Officer and Vice President at the Rare Earth Elements Division at SRC, the Company’s strategic processing and metallization partner.
Having led SRC’s rare earth element capabilities since 2020, including directing the development of SRC’s Rare Earth Processing
Facility in Saskatoon, his appointment gives REalloys direct operational continuity on its most significant near-term growth driver.
About REalloys Inc.
REalloys Inc. (NASDAQ: ALOY) is a U.S.-based rare
earth materials company executing a mine-to-magnet strategy across upstream feedstock, midstream separation and metallization, and downstream
magnet manufacturing. REalloys is focused on delivering qualified, allied-nation rare earth metals and alloys including dysprosium, terbium,
and neodymium to the U.S. Department of Defense, the U.S. Department of Energy, NASA, the U.S. Defense Industrial Base, and the broader
U.S. Organic Industrial Base.
For more information, please visit www.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 federal securities laws. Forward-looking statements include, but are not limited to, statements regarding: the
Company’s expectations regarding the SRC Rare Earth Processing Facility upgrade and commissioning timeline; the planned Heavy Rare
Earth Metallization Facility and its targeted capacity, commissioning, and initial operations; anticipated commercial intake of rare earth
materials from SRC; the U.S. Army Enhanced Use Lease negotiations at Tooele Army Depot; the sufficiency of the Company’s capital
resources to fund its strategic projects; feedstock sourcing arrangements; the Company’s expectation regarding future capital needs;
and the anticipated leadership transitions and their expected impact on the Company’s operations. These forward-looking statements
are based on the Company’s current expectations and involve significant risks and uncertainties that could cause actual results
to differ materially, including those described under “Risk Factors” in the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2026, filed with the SEC. The Company undertakes no obligation to update these statements except as required
by law.
Non-GAAP Financial Measures
This press release includes “Adjusted General
and Administrative Expense,” which excludes non-cash stock-based compensation expense from GAAP general and administrative expense.
The Company presents this measure because management believes it provides useful information about the Company’s cash-based operating
cost structure, particularly given the significant non-cash stock-based compensation charges recognized in connection with the Company’s
February 2026 reverse recapitalization and public listing. This non-GAAP measure should not be considered in isolation or as a substitute
for the most directly comparable GAAP measure and should be read in conjunction with the Company’s condensed consolidated financial
statements prepared in accordance with GAAP. The following reconciles GAAP general and administrative expense to Adjusted General and
Administrative Expense for the three months ended June 30, 2026 (in thousands): General and administrative expense (GAAP): $36,031; Less:
Non-cash stock-based compensation: ($32,131); Adjusted General and Administrative Expense (non-GAAP): $3,900.
Contacts
Investor and Media Relations – InvestorRelations@REalloys.com
Financial Statements
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share data)
| | |
Three Months Ended
Jun 30,
2026 | | |
Three Months Ended
Jun 30,
2025 | | |
Six Months Ended
Jun 30,
2026 | | |
Six Months Ended
Jun 30,
2025 | |
| Net revenues | |
$ | 804 | | |
$ | 440 | | |
$ | 1,510 | | |
$ | 440 | |
| Cost of sales | |
| 329 | | |
| 219 | | |
| 628 | | |
| 219 | |
| Software development costs | |
| 34 | | |
| – | | |
| 68 | | |
| – | |
| General and administrative | |
| 36,031 | | |
| 1,056 | | |
| 121,432 | | |
| 1,924 | |
| Advertising and marketing | |
| 1,310 | | |
| – | | |
| 3,851 | | |
| – | |
| Depreciation and amortization | |
| (96 | ) | |
| 67 | | |
| (8 | ) | |
| 67 | |
| Total operating expenses | |
| 37,608 | | |
| 1,342 | | |
| 125,971 | | |
| 2,210 | |
| Loss from operations | |
| (36,804 | ) | |
| (902 | ) | |
| (124,461 | ) | |
| (1,770 | ) |
| Interest expense | |
| 14 | | |
| 94 | | |
| 22 | | |
| 185 | |
| Change in fair value of contingent consideration | |
| – | | |
| (2,096 | ) | |
| 3,439 | | |
| (1,312 | ) |
| Deferred cash consideration late payment penalties | |
| – | | |
| 3,300 | | |
| – | | |
| 3,300 | |
| Impairment expense | |
| – | | |
| – | | |
| 6,394 | | |
| – | |
| Accretion of discount on issuance of Series C Preferred Stock | |
| – | | |
| – | | |
| 9,220 | | |
| – | |
| Total other expense | |
| 14 | | |
| 1,298 | | |
| 19,075 | | |
| 2,173 | |
| Net loss | |
$ | (36,818 | ) | |
$ | (2,200 | ) | |
$ | (143,536 | ) | |
$ | (3,943 | ) |
| Basic and diluted net loss per share | |
$ | (0.59 | ) | |
$ | (0.05 | ) | |
$ | (2.49 | ) | |
$ | (0.11 | ) |
| Weighted-average shares outstanding, basic and diluted | |
| 62,142,617 | | |
| 41,290,000 | | |
| 57,704,321 | | |
| 36,965,956 | |
Condensed Consolidated Balance Sheets (Selected Data)
(In thousands)
| | |
June 30,
2026
(unaudited) | | |
December 31,
2025
(audited) | |
| Cash | |
$ | 122,357 | | |
$ | 2,824 | |
| Total current assets | |
| 154,095 | | |
| 38,541 | |
| Total assets | |
| 209,772 | | |
| 93,389 | |
| Total current liabilities | |
| 5,023 | | |
| 7,154 | |
| Total liabilities | |
| 19,168 | | |
| 56,049 | |
| Total stockholders’ equity | |
| 190,604 | | |
| 35,834 | |
| Working capital | |
| 149,072 | | |
| 31,387 | |
| Accumulated deficit | |
| (224,661 | ) | |
| (81,125 | ) |
Condensed Consolidated Statements of Cash Flows (Selected Data)
(In thousands, unaudited)
| | |
Six Months Ended
Jun 30,
2026 | | |
Six Months Ended
Jun 30,
2025 | |
| Net cash used in operating activities | |
$ | (17,720 | ) | |
$ | (702 | ) |
| Net cash used in investing activities | |
| (8,064 | ) | |
| (10 | ) |
| Net cash provided by financing activities | |
| 145,317 | | |
| 1,077 | |
| Net change in cash and cash equivalents | |
$ | 119,533 | | |
$ | 365 | |
