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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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): April
17, 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) |
|
(IRS Employer
Identification No.) |
7280
W. Palmeto Park Rd. Suite 302N
Boca Raton, FL |
|
33433 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s Telephone
Number, Including Area Code: (972)
726-9203
(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 Capital
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
4.01 Changes in Registrant’s Certifying Accountant
(a)
Dismissal of Independent Registered Public Accounting Firm
On April 17, 2026, REalloys Inc. (the “Company”)
dismissed Victor Mokuolo CPA PLLC (“VMCPA”) as its independent registered public accounting firm. The- dismissal of VMCPA
was approved by the Company’s audit committee. For the years ended December 31, 2025 and 2024, the audit reports of VMCPA 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, 2025 and 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 VMCPA 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 VMCPA, 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 VMCPA. 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. VMCPA’s letter is filed as Exhibit 16.1 to this Current Report on
Form 8-K and incorporated herein by reference.
(b)
Appointment of New Independent Registered Public Accounting Firm
On April 20, 2026, the Company engaged Grassi
& Co. CPAs, P.C. as its new independent registered public accounting firm, for the audit of the Company’s consolidated
financial statements for the year ended December 31, 2026. The appointment was approved by the Company’s audit committee.
During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and the subsequent interim period
through April 20, 2026, neither the Company nor anyone acting on
its behalf consulted with Grassi & Co. CPAs, P.C regarding any of the matters described in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
The following exhibits are filed with this Current Report on Form 8-K.
| Exhibit
|
|
Description |
| 16.1 |
|
Letter
from Victor Mokuolo CPA PLLC |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 20, 2026 |
REalloys Inc. |
| |
|
| |
By: |
/s/
Robert Winspear |
| |
|
Robert Winspear |
| |
|
Chief Financial Officer |
