false
0001567900
0001567900
2026-05-18
2026-05-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 18, 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 18, 2026, REalloys Inc. (the “Company”) entered into that certain Rare Earth Product Offtake Agreement
(the “Agreement”) with Critical Metals Corp, a company organized under the laws of the British Virgin Islands
(“Critical Metals”), effective as of May 15, 2026 (the “Effective Date”).
The
Agreement provides for the supply by Critical Metals, through its affiliate Tanbreez Mining Greenland A/S (“Tanbreez Mining”),
of eudialyte-derived rare earth element concentrate (the “Product”) produced from the initial production phase
(“Phase 1”) of the Tanbreez rare earth element mining and processing project located in southern Greenland
and developed by Critical Metals through Tanbreez Mining (the “Project”).
The
Agreement has an initial term of 15 years (the “Initial Term”) commencing on the date on which the parties
reach mutual agreement regarding certain post-qualification matters, including agreed minimum specifications and product qualification
requirements (the “Supply Start Date”). On or before the date falling 18 months before the expiry of the Initial
Term, the parties shall enter into good faith discussions regarding any extension of the Initial Term. If the Supply Start Date has not
occurred within five years following the Effective Date, either party may terminate the Agreement, pursuant to the terms thereof.
Pursuant
to the Agreement, the Company is committed to purchase, and Critical Metals is committed to supply, 15% of the monthly Phase 1 production
of rare earth element concentrate from the Project, subject to a per-delivery variance of plus or minus 5% (the “Monthly
Committed Quantity”), provided that such quantity shall not in any calendar month exceed one-twelfth of 15% of 15,000 metric
tons. The Monthly Committed Quantity shall be delivered in one or more shipments throughout each month (each, a “Shipment”),
each in accordance with a monthly delivery schedule to be delivered by Critical Metals. The Company has no binding obligation to take
delivery of quantities in excess of the Monthly Committed Quantity unless otherwise agreed in writing. The Company’s commitment
pursuant the Agreement is limited to production under Phase 1 of the Project, which has a nameplate capacity of up to 15,000 metric tons
of Product per annum.
The
Product supplied under the Agreement is expected to contain the following elements: neodymium-praseodymium (“NdPr”),
dysprosium (“Dy”), terbium (“Tb”) and yttrium (“Y”) (each
of NdPr, Dy, Tb and Y, a “Payable Element”). The amount payable by the Company for each Shipment (the “Product
Price”) is calculated as the sum of the amount payable for each Payable Element (“Per Element Payment”).
The Per Element Payment is calculated as the product of (i) the percentage applicable for each Payable Element as set forth in Schedule
2 of the Agreement (the “Payable Percentage”), (ii) the fixed contractual recovery yield applicable to each
Payable Element as such formula is set forth in the Agreement (the “Recovery”), (iii) the contained kilograms
of each Payable Element per metric ton of Product, on an oxide basis, as shown in the certificate showing the physical composition and
chemical specifications of the Product comprising the Shipment based on the analysis conducted at the Critical Metals facility or at
the port of loading, as issued by a third-party laboratory, and (iv) the applicable effective price of each Payable Element, on an oxide
basis, being the higher of (a) a trailing six-month arithmetic average of specified ex-China industry indices, including Argus Media,
Asian Metal and Fastmarkets (with secondary and tertiary fallback indices), and (b) a floor price subject to annual escalation of two
percent (2%) (the “Effective Price”). Subject to agreed minimum specifications and product qualification requirements,
the Payable Percentage for each of NdPr, Dy, Tb, and Y are expected to be 75%, 80%, 80% and 35%, respectively. The parties anticipate
that the Recovery for each Payable Element will be fixed at >85%.
Pursuant
to the Agreement, the Company is responsible for ocean transportation and import clearance. If the Company fails to take delivery of
all quantities of Product that have been delivered by Critical Metals under the Agreement for any Shipment due to reasons the Company
is responsible for (an “Offtaker Shortfall”), the Company must pay to Critical Metals an amount equal to (i)
the average of all Product Prices in the applicable calendar month in which the Offtaker Shortfall occurs multiplied by the volume of
the Offtaker Shortfall, plus (ii) documented out-of-pocket mitigation costs incurred by Critical Metals, minus (iii) any proceeds received
by Critical Metals from mitigating sales to third parties.
The
Agreement contains certain events of default by the Company, including, (i) any failure by the Company to pay pursuant to the terms of
the Agreement, subject to cure period set forth therein, (ii) any failure by the Company to comply with certain trade controls and sanctions
pursuant to the terms of the Agreement, (iii) failure by the Company to take delivery of 50% or more of the Monthly Committed Quantities
over any period of 12 consecutive calendar months during the applicable supply period, subject to certain exceptions, and (iv) any other
material breach by the Company of the covenants and obligations set forth in the Agreement, subject to certain cure periods. The Agreement
additionally contains certain events of default by Critical Metals, including but not limited to, (i) any insolvency event, (ii) any
failure by Critical Metals to comply with certain trade controls and sanctions pursuant to the terms of the Agreement, and (iii) any
other material breach by Critical Metals of the covenants and obligations set forth in the Agreement, subject to certain cure periods.
Additionally, if any payment due in connection with the Agreement remains unpaid after the applicable due date, interest on the unpaid
amount shall accrue, from the date such payment became due until the date that payment is made in full, at the rate equal to the sum
of the (i) one-month Term SOFR rate as administered and published by CME Group Benchmark Administration Limited (or any successor administrator)
(provided that if such rate is less than zero, it shall be deemed to be zero), plus (ii) 3%.
The
Agreement contains certain representations and warranties, covenants and indemnities customary for similar agreements of this nature.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
May 21, 2026, the Company issued a press release announcing its entry into the Agreement. 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 of 1933, as amended, except as shall be expressly set forth by reference in
such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute
a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination
of such information is required by Regulation FD.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Rare Earth Product Offtake Agreement, dated May 18, 2026, by and between the Company and Critical Metals Corp. |
| 99.1 |
|
Press Release, dated May 21, 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: May 22, 2026 |
By: |
/s/ Leonard Sternheim |
| |
Name: |
Leonard Sternheim |
| |
Title: |
President and Chief Executive Officer |
Exhibit 99.1
FOR
IMMEDIATE RELEASE
REalloys
Signs Definitive Long-Term Rare Earth Offtake Agreement with Critical Metals Corp. for 15% of Tanbreez Phase 1 Production
Definitive
agreement secures U.S.-aligned heavy rare earth supply from one of the largest known HREE deposits globally; advances REalloys’ mine-to-magnet
strategy for U.S. defense and critical industrial markets
EUCLID,
OHIO — May 21, 2026 — REalloys Inc. (NASDAQ: ALOY) (“REalloys” or the “Company”) today announced
that it has entered into a definitive long-term rare earth product offtake agreement (the “Offtake Agreement”) with Critical
Metals Corp. (NASDAQ: CRML) (“CRML”) covering 15% of monthly Phase 1 production from CRML’s Tanbreez Project in southern Greenland,
subject to a ±5% per-delivery operational variance. The Offtake Agreement was executed on May 20, 2026 and replaces and supersedes
the non-binding letter of intent previously announced by the parties. Production from any subsequent phase of CRML’s Tanbreez Project
is excluded from the scope of the Offtake Agreement.
The
Offtake Agreement establishes a long-term, U.S.-aligned source of heavy rare earth element (“HREE”) feedstock for REalloys’
downstream separation, metallization, and magnet manufacturing operations, and is a foundational component of the Company’s mine-to-magnet
strategy serving 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.
Key
Commercial Terms
| ● | Volume.
15% of monthly Phase 1 production from the Tanbreez Project, subject to a ±5% per-delivery operational variance. |
| ● | Phase
1 Capacity. CRML has publicly disclosed Phase 1 nameplate capacity of up to 15,000 metric tons of rare earth concentrate per annum. |
| ● | Term.
Initial 15-year term commencing with first commercial delivery, with extension provisions. |
| ● | Pricing.
Market-referenced formula pricing with floor-price protection on specified payable elements. Certain payable percentages, recovery assumptions,
and floor prices remain subject to finalization in accordance with the terms of the Offtake Agreement. |
| ● | Specifications
and Qualifications. Concentrate must meet agreed product specifications and pass REalloys’ qualification protocols prior to
commercial deliveries. |
| ● | Long
Stop Date. The Offtake Agreement is subject to a five-year-long stop date, after which either party may terminate if first commercial
delivery has not occurred. |
Tanbreez
Project — Ownership and Permitting Milestones
In
April 2026, the Government of Greenland approved the transfer of the final 50.5% interest in Tanbreez Mining Greenland A/S to CRML, bringing
CRML’s total ownership of the Tanbreez Project to 92.5%. The Tanbreez deposit is recognized in CRML’s public technical disclosures as
one of the largest known HREE deposits globally, with significant content of dysprosium and terbium — the two heavy rare earth
elements most critical to high-temperature permanent magnets used in defense, aerospace, and electric mobility applications.
REalloys’
Diversified Feedstock and Processing Network
The
Offtake Agreement complements REalloys’ broader portfolio of rare earth supply, processing, and downstream relationships, including:
| ● | Hoidas
Lake (Saskatchewan, Canada) — 100% REalloys-owned rare earth deposit; |
| ● | Saskatchewan
Research Council Rare Earth Processing Facility (Saskatoon) — separation and processing relationship; |
| ● | U.S.
Critical Materials Corp. (Sheep Creek, Montana) — strategic alliance and offtake commitment covering one of the highest-grade
rare earth deposits in the United States; |
| ● | St
George Mining Limited (Araxá, Brazil) — supply collaboration; and |
| ● | AltynGroup
(Kokbulak, Kazakhstan) — supply collaboration. |
Together
with the Tanbreez offtake, these relationships are designed to deliver a diversified, allied-nation feedstock base supporting REalloys’
projected production of dysprosium, terbium, and neodymium metals and alloys at a commercial scale beginning in January 2027 —
ahead of the January 1, 2027 effective date of expanded U.S. federal procurement restrictions on Chinese rare earth content.
Management
Commentary
Leonard
Sternheim, Chief Executive Officer of REalloys, said:
“The Offtake Agreement with Critical Metals is a definitive contractual milestone for REalloys and a critical building block of
our mine-to-magnet strategy. We believe that securing a long-term, allied-nation source of heavy rare earth concentrate from Tanbreez
— alongside our existing relationships at Hoidas Lake, Sheep Creek, Saskatoon, Araxá, and Kokbulak — positions REalloys
to deliver qualified, compliant rare earth metals and alloys to the U.S. Department of Defense, NASA, and U.S. industrial customers as
expanded federal procurement restrictions take effect.”
Tony
Sage, Executive Chairman of Critical Metals Corp., said:
“REalloys
represents an important potential downstream partner for Tanbreez and for the broader development of a Western-aligned rare earth supply
chain. This agreement establishes a structured pathway for the parties to reduce and eventually eliminate reliance on China for rare
earths, especially heavy rare earths where almost all of it comes from China.”[1]
Disclosure
Information
REalloys
uses its website (https://realloys.com) and its investor relations page as a means of disclosing material
non-public information and for complying with its disclosure obligations under Regulation FD. Investors are encouraged to review the
information posted on these channels in addition to following REalloys’ press releases, SEC filings, and public conference calls and
webcasts.
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. The Company is headquartered in Boca
Raton, Florida, with operational activities centered in Euclid, Ohio.
About
Critical Metals Corp.
Critical
Metals Corp. (NASDAQ: CRML) is a critical minerals development company. Its flagship asset is the Tanbreez Project in southern Greenland,
recognized as one of the largest known heavy rare earth element deposits globally. Additional information is available at https://criticalmetalscorp.com.
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 and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements include, without limitation, statements regarding the Offtake Agreement and its expected commercial, operational, and strategic
benefits; the timing, volume, specifications, pricing, and other terms of deliveries under the Offtake Agreement; CRML’s Tanbreez Project,
including its expected Phase 1 nameplate capacity, production timing, and resource characteristics; REalloys’ projected production of
dysprosium, terbium, and neodymium metals and alloys at commercial scale beginning in January 2027; REalloys’ relationships with Hoidas
Lake, the Saskatchewan Research Council, U.S. Critical Materials Corp., St George Mining Limited, and AltynGroup; the expected effects
of U.S. federal procurement restrictions on Chinese rare earth content effective January 1, 2027; and REalloys’ broader mine-to-magnet
strategy.
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 of Tanbreez concentrate
to meet REalloys’ product specifications or to pass REalloys’ qualification protocols; the fact that certain payable elements, payable
percentages, recovery assumptions, and floor prices under the Offtake Agreement remain subject to finalization; the five-year long stop
date termination provision; risks relating to permitting, construction, financing, and operation of the Tanbreez Project and of REalloys’
downstream facilities; compliance with ITAR, EAR, Section 889-equivalent, and other U.S. federal procurement and export-control requirements;
commodity-price volatility; 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, including its most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K. 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
| 1. | Quote
attributed to Critical Metals Corp.; included in this release with CRML’s consent in connection with the parties’ coordinated
announcement. |
