REALLOYS INC. (NASDAQ: ALOY) restructures Series A and Blackbox.io ownership

Rhea-AI Filing Summary

REALLOYS INC. entered into an option exercise agreement with Gust Kepler on May 5, 2026, to exchange preferred equity interests between the company and its affiliate Blackbox.io, Inc.

Mr. Kepler must transfer 1,084,999 shares of REALLOYS Series A Preferred Stock to the company, and in return receive 3,269,998 shares of Series A Preferred Stock of Blackbox.io, Inc., representing all of that series held by REALLOYS. Separately, 1,634,999 shares of REALLOYS Series A Preferred Stock were issued by Mr. Kepler to Lipi Sternheim for an aggregate purchase price of $1.00 under a previously disclosed stock purchase agreement.

Insights

Corporate actions analyst

REALLOYS reshapes preferred ownership and exits its Blackbox.io Series A position.

REALLOYS is exchanging 1,084,999 shares of its own Series A Preferred Stock held by Gust Kepler for 3,269,998 shares of Blackbox.io, Inc. Series A Preferred Stock, which is all of that series owned by the company. This consolidates Blackbox.io’s Series A stake with Mr. Kepler.

A separate transaction finalizes the sale of 1,634,999 REALLOYS Series A Preferred shares from Mr. Kepler to Lipi Sternheim for an aggregate $1.00, as previously agreed in a stock purchase agreement dated February 24, 2026. These moves primarily reallocate ownership among existing parties; the economic impact on REALLOYS depends on the strategic value of its former Blackbox.io holdings and any rights attached to the returned preferred shares.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

REALLOYS Series A exchanged: 1,084,999 shares Blackbox.io Series A transferred: 3,269,998 shares Series A sold to Sternheim: 1,634,999 shares +1 more

4 metrics

REALLOYS Series A exchanged 1,084,999 shares Shares of REALLOYS Series A Preferred Stock transferred by Gust Kepler to the company

Blackbox.io Series A transferred 3,269,998 shares Series A Preferred Stock of Blackbox.io, Inc. transferred from REALLOYS to Gust Kepler

Series A sold to Sternheim 1,634,999 shares REALLOYS Series A Preferred Stock sold by Gust Kepler to Lipi Sternheim

Aggregate purchase price $1.00 Total price for 1,634,999 REALLOYS Series A Preferred shares sold to Lipi Sternheim

Key Terms

Material Definitive Agreement, Option Exercise Agreement, Series A Preferred Stock, Stock Purchase Agreement, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Option Exercise Agreement financial

"entered into an option exercise agreement with Gust Kepler (the “Option Exercise Agreement”)"

Series A Preferred Stock financial

"1,084,999 shares of Company’s Series A Preferred Stock, par value $0.001"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Stock Purchase Agreement financial

"pursuant to that certain Stock Purchase Agreement, dated as of February 24, 2026"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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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) May 5, 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.

On May 5, 2026, REalloys Inc. (the “Company”) entered into an option exercise agreement with Gust Kepler (the “Option Exercise Agreement” and such exercise, the “Option Exercise”). Previously, on February 24, 2026, pursuant to that certain Option Agreement, dated as of February 24, 2026 (the “Option Agreement”), upon exercise of the Put Right (as defined therein), Mr. Kepler was required to transfer an aggregate of 1,084,999 shares of Company’s Series A Preferred Stock, par value $0.001 (the “Series A Preferred Stock”) held by Mr. Kepler in exchange for the Company transferring an aggregate of 3,269,998 shares of Series A Preferred Stock of Blackbox.io, Inc., which represents all of the Series A Preferred Stock of Blackbox.io, Inc. owned by the Company.

The Option Exercise Agreement also provides for customary representations and warranties by each of Mr. Kepler and the Company. The foregoing descriptions of the material terms of the Option Exercise Agreement do not purport to be complete and are qualified in their entirety by reference to the form of Option Exercise Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01 Other Events.

As previously disclosed, pursuant to that certain Stock Purchase Agreement, dated as of February 24, 2026, by and between Mr. Kepler and Lipi Sternheim, Mr. Kepler agreed to issue and sell to Mr. Sternheim an aggregate of 1,634,999 shares of Series A Preferred Stock for an aggregate purchase price of $1.00. On May 5, 2026, the issuance of the Series A Preferred Stock from Mr. Kepler to Mr. Sternheim was effectuated.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Option Exercise Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL).

1

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: May 5, 2026	By:	/s/ Leonard Sternheim
	Name:	Leonard Sternheim
	Title:	President and Chief Executive Officer

2

FAQ

What agreement did REALLOYS INC. (ALOY) enter into on May 5, 2026?

REALLOYS INC. entered into an Option Exercise Agreement with Gust Kepler. It requires Mr. Kepler to transfer 1,084,999 REALLOYS Series A Preferred shares in exchange for 3,269,998 Blackbox.io, Inc. Series A Preferred shares previously held by REALLOYS, reshaping preferred ownership stakes.

How many REALLOYS Series A Preferred shares is Gust Kepler transferring to the company?

Gust Kepler is required to transfer 1,084,999 shares of REALLOYS INC. Series A Preferred Stock to the company. In return, he receives all 3,269,998 Series A Preferred shares of Blackbox.io, Inc. that REALLOYS owns, consolidating that Blackbox.io series with him.

What Blackbox.io, Inc. shares is REALLOYS INC. transferring under the Option Exercise Agreement?

REALLOYS INC. is transferring 3,269,998 shares of Series A Preferred Stock of Blackbox.io, Inc. to Gust Kepler. This amount represents all of the Blackbox.io Series A Preferred Stock owned by REALLOYS, effectively exiting that particular preferred position in Blackbox.io.

What is the separate stock purchase involving REALLOYS INC. Series A Preferred shares?

Under a Stock Purchase Agreement dated February 24, 2026, Gust Kepler agreed to issue and sell 1,634,999 REALLOYS Series A Preferred shares to Lipi Sternheim. On May 5, 2026, this transfer to Mr. Sternheim was completed for an aggregate purchase price of $1.00.

Does REALLOYS INC. receive cash from the $1.00 Series A Preferred Stock sale?

No, the $1.00 aggregate purchase price relates to a sale of 1,634,999 REALLOYS Series A Preferred shares from Gust Kepler to Lipi Sternheim. This transaction occurs between those individuals, not as an issuance of shares directly by REALLOYS INC. itself.

What corporate items did REALLOYS INC. disclose alongside the agreements?

REALLOYS INC. listed a Form of Option Exercise Agreement as Exhibit 10.1 and a Cover Page Interactive Data File as Exhibit 104. The company also confirmed execution of the Option Exercise Agreement and completion of the previously disclosed preferred stock sale on May 5, 2026.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 16.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB