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0001567900
REALLOYS INC.
00-0000000
0001567900
2026-03-05
2026-03-05
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) March 5,
2026
REALLOYS INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41051 |
|
3129394 |
(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 March 5, 2026, REalloys Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Clear Street LLC (the “Representative”),
as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten
public offering (the “Offering”) of 2,702,702 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share (“Common Stock”). The public offering price per Share was $18.50 and
the Underwriters purchased the Shares pursuant to the Underwriting Agreement at a price per Share of (i) $17.39 in connection with 2,349,037
Shares sold to investors sourced by the Underwriters and (ii) $18.2225 for 353,665 Shares sold to investors sourced by the Company. Pursuant
to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 396,963 shares
of the Common Stock on the same terms as the Shares sold in the Offering. The Offering is expected to close on or about March 9, 2026
(the “Closing Date”).
Aggregate
gross proceeds from the Offering are expected to be approximately $50 million, before deducting underwriting discounts and commissions
and estimated expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and
general corporate purposes.
The Underwriting Agreement additionally contains
customary representations, warranties and covenants made by the Company, including an agreement by the Company that the Company may not,
without the prior written consent of the Representative, assign, transfer, pledge, contract to sell, establish an open “put equivalent
position”, or otherwise dispose of, or announce the offering of, or submit or file any registration statement, prospectus or prospectus
supplement in respect of, any Shares, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for
or convertible into Common Stock until 60 days following the date of the Underwriting Agreement, subject to certain exceptions. In addition,
the Company granted Clear Street LLC the right to participate with respect to any of the Company’s public or private offering of
equity, equity-linked or debt securities, a debt or debt-like financing, or a restructuring transaction, for a period of 180 days after
closing of the Offering.
The
Underwriting Agreement also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly,
for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933,
as amended (the “Securities Act”), other obligations of the parties and termination provisions.
The Offering is being made pursuant to the Company’s
registration statement on Form S-3 (File No. 333-284626), filed with the Securities and Exchange Commission (the “SEC”)
on January 31, 2025, and declared effective on February 10, 2025, a base prospectus dated February 10, 2025, and a prospectus supplement
dated March 5, 2026, and related registration statement on Form S-3 (File No. 333-294073), filed with the SEC on March 5, 2026 and effective
upon filing. The foregoing descriptions of the material terms of the Underwriting Agreement do not purport to be complete and are qualified
in their entirety by reference to the Underwriting Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and are
incorporated herein by reference.
The
legal opinion, including the related consent, of Haynes and Boone, LLP relating to the issuance and sale of the Shares is filed as Exhibit
5.1 hereto.
Item
7.01 Regulation FD.
On
March 5, 2026, the Company issued a press release announcing the launch of the Offering. On March 6, 2026, the Company issued a press
release announcing the pricing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current
Report on Form 8-K and incorporated herein by reference.
The
information in this Item 7.01 and Exhibits 99.1 and 99.2 are being furnished hereto and 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 the liabilities of that section, nor will it be incorporated by reference in any filing under the Securities Act or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 1.1*+ |
|
Underwriting Agreement, dated March 5, 2026, by and between REalloys Inc. and Clear Street LLC |
| 5.1 |
|
Opinion of Haynes and Boone, LLP |
| 23.1 |
|
Consent of Haynes and Boone, LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated March 5, 2026 (furnished pursuant to Item 7.01) |
| 99.2 |
|
Press Release, dated March 6, 2026 (furnished pursuant to Item 7.01) |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
| * | Certain schedules, exhibits and similar attachments have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and
Exchange Commission or its staff upon request. |
| + | Certain personally identifiable information has been omitted
from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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: March 9, 2026 |
By: |
/s/ Leonard Sternheim |
| |
Name: |
Leonard Sternheim |
| |
Title: |
President and Chief Executive Officer |
Exhibit 99.1
REalloys Announces Proposed Public Offering
of Common Stock
BOCA RATON, Fla., March 5, 2026 (GLOBE NEWSWIRE)
— REalloys Inc. (NASDAQ: ALOY) (the “Company” or “REalloys”), a U.S.-based mine-to-magnet rare earth
company, today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. In addition,
the Company intends to grant the underwriters a 30-day option to purchase additional shares of common stock. All of the shares of common
stock in the offering are to be offered by the Company. The offering is subject to market and other conditions, and there can be no assurance
as to whether or when the offering may be completed, or the actual size or terms of the offering.
Clear Street is acting as lead book-running manager
for the proposed offering.
Needham & Company is acting as joint book-running
manager for the proposed offering.
The Company expects to use the net proceeds of
the proposed offering for working capital and for general corporate purposes.
The
securities described above will be offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-284626)
previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on February 10, 2025.
The offering will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective shelf registration
statement. A preliminary prospectus supplement and accompanying prospectus relating to the securities being offered will be
filed with the SEC. Copies of the preliminary prospectus supplement and accompanying prospectus
may be obtained, when available, for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, you may contact
Clear Street, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007, by email at ecm@clearstreet.io,
or Needham & Company, 250 Park Avenue, 10th Floor, New York, NY 10177, Attn: Prospectus Department,
prospectus@needhamco.com or by telephone at (800) 903-3268. Before you invest, you should read the preliminary prospectus supplement and
accompanying prospectus and the other documents that the Company has filed with the SEC for more complete information about the Company
and the proposed offering.
This press release shall
not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer,
solicitation, or sale of the securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About REalloys:
REalloys Inc. is advancing a fully integrated
North American mine-to-magnet supply chain encompassing upstream resource development, midstream processing, and downstream manufacturing.
REalloys' upstream foundation includes its Hoidas Lake rare-earth asset in Saskatchewan and a diversified network of allied feedstock
and recycling partners. Together with the Saskatchewan Research Council, REalloys is building a platform to scale North American heavy
rare earth midstream separation, refining, and metallization capabilities—creating a coordinated system that processes and converts
heavy rare-earth materials from allied and domestic sources into high-purity products. Those refined materials feed directly into REalloys’
downstream manufacturing operations in Euclid, Ohio, where the company produces advanced heavy rare earth metals, alloys and magnet components
for defense, clean-energy, and high-performance industrial applications. REalloys’ Ohio facility serves federal logistics and procurement
agencies supporting the Department of Defense, the Department of Energy, and National Aeronautics and Space Administration, in addition
to the broader Defense Industrial Base and Organic Industrial Base.
For more information, go to www.realloys.com
or email info@realloys.com
Forward Looking Statements and Safe Harbor
This press release
contains “forward-looking statements” within the meaning of applicable securities laws, including the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements
regarding the satisfaction of the closing conditions, prevailing market conditions, the anticipated use of the proceeds of the
offering which could change as a result of market conditions or for other reasons, development activities, market expansion,
strategic initiatives, or future performance are forward-looking statements. Such statements reflect management’s current
expectations, assumptions, and estimates and are inherently subject to significant risks and uncertainties, many of which are beyond
the control of the Company. Words such as “anticipate,” “believe,” “expect,”
“intend,” “may,” “plan,” “potential,” “project,” “should,”
“target,” “will,” and similar expressions are intended to identify forward-looking statements, though their
absence does not mean a statement is not forward-looking.
These statements are
not guarantees of performance or outcomes. Actual results may differ materially from those expressed or implied due to various factors,
including but not limited to: the ability to successfully complete project development and commercialization efforts; uncertainties related
to scaling new technologies or processes to industrial production; supply-chain reliability, logistics, and availability of equipment
and materials; fluctuations in rare-earth prices or demand; changes in market conditions, customer preferences, or procurement policies;
regulatory approvals, environmental compliance, and permitting delays; inflationary pressures or rising capital costs; the availability,
cost, and terms of financing; geopolitical events and trade policies affecting critical minerals; the outcome of future collaborations
or partnerships; workforce recruitment and retention; cybersecurity or intellectual-property risks; competitive developments or technological
change; and macroeconomic or industry-specific conditions that could impact operations, markets, or valuations.
All forward-looking statements
speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking
statements to reflect subsequent events, new information, or changes in expectations, except as required by law. Readers are cautioned
not to place undue reliance on these statements, which are provided for the purpose of describing management's current expectations and
strategic outlook, and which involve numerous known and unknown risks, uncertainties, and other factors that may cause actual results
or performance to differ materially.
These statements should
not be construed as forecasts or guarantees of future outcomes. The risks and uncertainties that could affect the Company's operations,
financial condition, performance, and prospects include those described in its filings with the Securities and Exchange Commission (the
“Commission”), including the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other periodic reports
and filings with the Commission available at www.sec.gov.
Contacts
REalloys Inc.
Angela Gorman
Communications, REalloys
angela@amwpr.com
www.realloys.com
Exhibit 99.2
REalloys Announces Pricing of Upsized $50 Million
Public Offering
BOCA RATON, Fla., March 6, 2026 (GLOBE NEWSWIRE)
— REalloys Inc. (NASDAQ: ALOY) (the “Company” or “REalloys”), a U.S.-based mine-to-magnet rare earth
company, today announced the pricing of its previously announced underwritten public offering of 2,702,702 shares of its common stock
at a public offering price of $18.50 per share. In addition, the Company has granted the underwriters a 30-day option to purchase up to
an additional 396,963 shares of common stock. The offering is expected to close on or about March 9, 2026, subject to the satisfaction
of customary closing conditions.
Clear Street is acting as lead book-running manager
for the offering.
Needham & Company is acting as joint book-running
manager for the offering.
Laidlaw & Company (UK) Ltd. and Muriel Siebert
& Co., LLC are acting as co-managers for the offering.
The gross proceeds from the offering to the Company
are expected to be approximately $50 million, before deducting underwriting discounts and other offering expenses and excluding any exercise
of the underwriters’ option to purchase additional shares. The Company expects to use the net proceeds of the offering for working
capital and general corporate purposes.
The
securities described above are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-284626)
previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on February 10, 2025.
The offering will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective shelf registration
statement. A preliminary prospectus supplement relating to and describing the terms of the offering was filed on March 5, 2026.
A final prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC. Copies
of the preliminary prospectus supplement and accompanying prospectus may be obtained, when available, for free by visiting EDGAR on the
SEC’s website at www.sec.gov. Alternatively, you may contact Clear Street, Attn: Syndicate Department, 150 Greenwich Street, 45th
floor, New York, NY 10007, by email at ecm@clearstreet.io, or Needham & Company, 250 Park Avenue,
10th Floor, New York, NY 10177, Attn: Prospectus Department, prospectus@needhamco.com or by telephone at (800) 903-3268.
This press release shall
not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer,
solicitation, or sale of the securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About REalloys:
REalloys Inc. is advancing a fully integrated
North American mine-to-magnet supply chain encompassing upstream resource development, midstream processing, and downstream manufacturing.
REalloys' upstream foundation includes its Hoidas Lake rare-earth asset in Saskatchewan and a diversified network of allied feedstock
and recycling partners. Together with the Saskatchewan Research Council, REalloys is building a platform to scale North American heavy
rare earth midstream separation, refining, and metallization capabilities—creating a coordinated system that processes and converts
heavy rare-earth materials from allied and domestic sources into high-purity products. Those refined materials feed directly into REalloys’
downstream manufacturing operations in Euclid, Ohio, where the company produces advanced heavy rare earth metals, alloys and magnet components
for defense, clean-energy, and high-performance industrial applications. REalloys’ Ohio facility serves federal logistics and procurement
agencies supporting the Department of Defense, the Department of Energy, and National Aeronautics and Space Administration, in addition
to the broader Defense Industrial Base and Organic Industrial Base.
For more information, go to www.realloys.com or
email info@realloys.com
Forward Looking Statements and Safe Harbor
This press release contains
“forward-looking statements” within the meaning of applicable securities laws, including the Private Securities Litigation
Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements regarding the satisfaction
of the closing conditions, prevailing market conditions, statements regarding the satisfaction of the closing conditions, the anticipated
use of the proceeds of the offering which could change as a result of market conditions or for other reasons, development activities,
market expansion, strategic initiatives, or future performance are forward-looking statements. Such statements reflect management’s
current expectations, assumptions, and estimates and are inherently subject to significant risks and uncertainties, many of which are
beyond the control of the Company. Words such as “anticipate,” “believe,” “expect,” “intend,”
“may,” “plan,” “potential,” “project,” “should,” “target,” “will,”
and similar expressions are intended to identify forward-looking statements, though their absence does not mean a statement is not forward-looking.
These statements are
not guarantees of performance or outcomes. Actual results may differ materially from those expressed or implied due to various factors,
including but not limited to: the ability to successfully complete project development and commercialization efforts; uncertainties related
to scaling new technologies or processes to industrial production; supply-chain reliability, logistics, and availability of equipment
and materials; fluctuations in rare-earth prices or demand; changes in market conditions, customer preferences, or procurement policies;
regulatory approvals, environmental compliance, and permitting delays; inflationary pressures or rising capital costs; the availability,
cost, and terms of financing; geopolitical events and trade policies affecting critical minerals; the outcome of future collaborations
or partnerships; workforce recruitment and retention; cybersecurity or intellectual-property risks; competitive developments or technological
change; and macroeconomic or industry-specific conditions that could impact operations, markets, or valuations.
All forward-looking statements
speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking
statements to reflect subsequent events, new information, or changes in expectations, except as required by law. Readers are cautioned
not to place undue reliance on these statements, which are provided for the purpose of describing management's current expectations and
strategic outlook, and which involve numerous known and unknown risks, uncertainties, and other factors that may cause actual results
or performance to differ materially.
These statements should
not be construed as forecasts or guarantees of future outcomes. The risks and uncertainties that could affect the Company's operations,
financial condition, performance, and prospects include those described in its filings with the SEC, including the most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and other periodic reports and filings with the SEC available at www.sec.gov.
Contacts
REalloys Inc.
Angela Gorman
Communications, REalloys
angela@amwpr.com
www.realloys.com
