Every 8-K that REalloys Inc. (ALOY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ALOY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ALOY filings page.
REalloys Inc. reported second-quarter 2026 net revenues of $0.8 million, up from $0.4 million a year earlier, and a net loss of $36.8 million versus $2.2 million, or $0.59 per diluted share. The loss was driven largely by $32.1 million of non-cash stock-based compensation tied to director, executive and consultant equity awards following its February 2026 public listing.
For the first six months of 2026, net revenues were $1.5 million and net loss was $143.5 million, including $113.9 million of non-cash stock-based compensation, a $9.2 million non-cash accretion charge on Series C preferred conversion and a $6.4 million impairment on its EVTEC investment. Despite the losses, REalloys ended June 30, 2026 with $122.4 million in cash, $149.1 million in working capital and $190.6 million of stockholders’ equity, after $145.3 million of net financing cash inflows.
The company states it has fully funded, with committed capital, the upgrade of SRC’s Rare Earth Processing Facility and its Heavy Rare Earth Metallization Facility, committing about $58.3 million. SRC’s upgrade targets annual capacity of roughly 525 tonnes of NdPr metal, 30 tonnes of dysprosium oxide and 15 tonnes of terbium oxide, of which REalloys has rights to about 80%. It is also in exclusive negotiations with the U.S. Army for a long-term Enhanced Use Lease at Tooele Army Depot and has made several senior leadership appointments to support growth.
Realloys Inc. reported several leadership changes and related compensation terms. Chief Financial Officer Robert Winspear resigned effective June 24, 2026, without any disagreement with the company. He will receive a lump-sum severance of $200,000, a grant of 20,000 fully vested restricted shares under the 2025 Long-Term Incentive Plan, and an additional cash payment to cover taxes tied to the share vesting, in exchange for a general release and ongoing cooperation and confidentiality obligations.
The Board appointed Craig Cunningham as the new Chief Financial Officer effective June 24, 2026, under a consulting arrangement with Provenance Advisors Inc. The agreement runs for an initial 24-month term and provides a base consulting fee of $55,000 per month (or $660,000 annually, a target annual bonus equal to 100% of the annualized fee (with a 150% maximum), and an initial long-term equity award valued at $990,000, half vesting at grant and half on the first anniversary. If terminated without cause or resigned for good reason, Cunningham is entitled to cash severance equal to 18 months of consulting fees and target bonus, with enhanced 24-month and 200% target bonus payments upon a qualifying change in control, plus accelerated vesting of certain equity awards.
The company also disclosed that director Joseph Sawyer will resign from the Board effective June 29, 2026, also without any disagreement, and the Board does not currently plan to fill the resulting vacancy.
REalloys Inc. completed a private placement of 7,017,540 shares of common stock at $14.25 per share, raising approximately $100 million in gross proceeds. The company plans to use the net proceeds for working capital and general corporate purposes.
The shares were sold to institutional and accredited investors under a Securities Purchase Agreement, relying on exemptions from SEC registration under Section 4(a)(2) and Rule 506(b) of Regulation D. REalloys agreed to file a registration statement to register the resale of the shares, and its officers and directors entered into lock-up agreements in connection with the transaction.
REalloys Inc. entered into a Securities Purchase Agreement with accredited institutional investors for a private placement of approximately 7,017,540 common shares at $14.25 per share, for expected gross proceeds of about $100 million before fees and expenses.
The company plans to use the net proceeds for general corporate and working capital purposes. REalloys agreed to file registration statement(s) to cover the resale of the new shares and to keep them effective until the shares can be sold without restriction under Rule 144 or have been sold. Officers and directors signed lock-up agreements limiting certain sales of company securities for a specified period.
The closing of the offering is expected on or about June 26, 2026, subject to customary conditions. Clear Street LLC acted as placement agent, with the offering conducted as an unregistered private placement under Section 4(a)(2) and Rule 506(b) of Regulation D.
REalloys Inc. entered into a long-term Rare Earth Product Offtake Agreement with Critical Metals Corp., securing 15% of Phase 1 concentrate production from the Tanbreez rare earth project in Greenland for an initial 15-year term. Supply begins once the parties agree on detailed product specifications and qualification requirements, and either side may terminate if this Supply Start Date is not reached within five years of the May 2026 effective date.
The commitment is limited to Phase 1, which has a nameplate capacity of up to 15,000 metric tons of concentrate per year, with monthly deliveries subject to a ±5% operational variance. Pricing for neodymium-praseodymium, dysprosium, terbium, and yttrium is linked to ex-China index averages with a floor price that escalates 2% annually, and REalloys must compensate Critical Metals if it causes delivery shortfalls. The company highlights this offtake as a cornerstone of its mine-to-magnet strategy aimed at supplying U.S. defense and critical industrial customers ahead of expanded U.S. procurement restrictions on Chinese rare earth content effective January 1, 2027.
REalloys Inc. filed an amended current report to add full historical and pro forma financial statements for its merger with Blackboxstocks, now operating under the REalloys name. The filing includes audited 2025 and 2024 results for the acquired REalloys business and combined pro forma figures.
At December 31, 2025, the company reported total assets of $93.4 million, driven largely by $50.5 million of capitalized mineral properties and $1.5 million of identifiable intangibles, against total liabilities of $56.0 million and mezzanine Series X preferred equity of $1.5 million. Stockholders’ equity was $35.8 million.
Operations remain early stage, with 2025 net revenues of $0.8 million and a net loss of $75.6 million, reflecting heavy general and administrative expense and non‑cash charges, including share-based consulting costs and changes in contingent consideration. Prior going concern doubts cited for 2024 are reassessed, and management now concludes improved liquidity, including a March 2026 public offering, supports continuation for at least one year from issuance.
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.
Realloys Inc. reported a change in its independent auditor. On April 17, 2026, the company dismissed Victor Mokuolo CPA PLLC as its independent registered public accounting firm, with the decision approved by the audit committee.
VMCPA’s audit reports for the years ended December 31, 2025 and 2024 were unqualified, but each included an explanatory paragraph about Realloys’ ability to continue as a going concern. The company states there were no disagreements or reportable events with VMCPA as defined under Item 304 of Regulation S‑K.
On April 20, 2026, the audit committee approved the engagement of Grassi & Co. CPAs, P.C. as the new independent registered public accounting firm to audit the company’s consolidated financial statements for the year ending December 31, 2026. Realloys notes it did not consult Grassi & Co. on accounting or auditing matters before this appointment.
REalloys Inc. entered into an underwriting agreement for an underwritten public offering of 2,702,702 shares of common stock at a public offering price of $18.50 per share, for expected gross proceeds of about $50 million before fees and expenses.
The underwriters have a 30‑day option to buy up to an additional 396,963 shares on the same terms. REalloys plans to use the net proceeds for working capital and general corporate purposes. The company agreed to a 60‑day lock-up on additional equity issuances and granted Clear Street a 180‑day right to participate in future financings.