Form 8-K

8-K — REALLOYS INC.

Accession: 0001185185-26-002680

Filed: 2026-06-26

Period: 2026-06-26

CIK: 0001567900

SIC: 1000 (METAL MINING)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — aloy8k062526.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (aloyex99-1.htm)

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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) June 26, 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 ☒

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.

Securities Purchase Agreement

As previously reported, on June 24, 2026, REalloys

Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)

with certain institutional and accredited investors (the “Purchasers”) for the issuance and sale, in a private

placement (the “Offering”), of an aggregate of 7,017,540 shares (the “Shares”) of

the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $14.25

per share. The Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”)

with the Purchasers and entered into Lock-Up Agreements with its officers and directors.

On June 26, 2026, the Company completed the closing

of the Offering. At the closing, the Company issued and sold an aggregate of 7,017,540 Shares at $14.25 per share, resulting in aggregate

gross proceeds to the Company of approximately $100 million, before deducting placement agent fees and estimated offering expenses.

Clear Street LLC acted as sole placement agent

for the Offering. The Company intends to use the net proceeds for working capital and general corporate purposes.

The terms of Purchase Agreement and the Registration

Rights Agreement were described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the

“Commission”) on June 25, 2026, and such descriptions are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Shares were issued and sold in reliance upon

the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),

provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as a transaction not involving

any public offering. Each Purchaser represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation

D and that it was acquiring the securities for its own account and not with a view to, or for resale in connection with, any distribution

thereof in violation of the Securities Act. Neither the Company nor any person acting on its behalf engaged in any general solicitation

or general advertising in connection with the Offering. The Shares have not been registered under the Securities Act and may not be offered

or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 7.01 Regulation FD Disclosure.

On June 26, 2026, the Company issued a press release announcing the

closing of the Offering. 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, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated June 26, 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: June 26, 2026

By:

/s/ Leonard Sternheim

Name:

Leonard Sternheim

Title:

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: aloyex99-1.htm · Sequence: 2

Exhibit 99.1

REalloys Inc. (Nasdaq: ALOY) Announces Closing

of $100 Million Private Placement

EUCLID, Ohio, June 26, 2026 (GLOBE NEWSWIRE) —

REalloys Inc. (Nasdaq: ALOY) (“REalloys” or the “Company”), a U.S.-based mine-to-magnet rare earth company, today

announced the closing of its previously announced private placement for the purchase and sale of an aggregate of 7,017,540 shares of common

stock at a purchase price of $14.25 per share, resulting in aggregate gross proceeds of approximately $100 million, before deducting placement

agent fees and estimated offering expenses.

The Company intends to use the net proceeds from

the offering for working capital and general corporate purposes.

Clear Street LLC acted as the sole placement agent

for the offering.

Haynes and Boone, LLP served as legal counsel

to REalloys for the offering. Paul Hastings LLP served as legal counsel to Clear Street LLC for the offering.

The securities being sold in the offering have

not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws

and accordingly may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an

applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has

agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of Common Stock

sold in the private placement.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of any 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 Inc.

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 SRC, REalloys is funding and contracting the scale-up of North American heavy rare earth midstream

separation, refining, and metallization capabilities, securing exclusive access to the commercial output to supply its downstream manufacturing

operations in Euclid, Ohio. REalloys’ Ohio facility serves federal logistics and procurement agencies supporting the Department

of Defense, the Department of Energy, and the National Aeronautics and Space Administration, in addition to the broader defense industrial

base and Organic Industrial Base.

For more information, please visit https://realloys.com

or email InvestInAmerica@REalloys.com.

Cautionary Note Regarding 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, Section

27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, without limitation,

statements regarding the anticipated use of net proceeds from the offering; and REalloys’ broader mine-to-magnet strategy. 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 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: changes in prevailing market conditions; the availability, cost and terms

of financing; the anticipated use of proceeds, which could change as a result of market conditions or other reasons; risks related to

the filing and effectiveness of the resale registration statement; risks relating to permitting, construction, financing and operation

of REalloys’ downstream facilities; compliance with ITAR, EAR, Section 889-equivalent and other U.S. federal procurement and export-control

requirements; commodity-price volatility; uncertainties related to scaling new technologies or processes to industrial production; supply-chain

reliability, logistics, and availability of equipment and materials; changes to commercial arrangements with key partners; failure to

achieve anticipated qualification, validation, or commercial acceptance by customers; environmental, health, safety, permitting, and regulatory

risks; capital availability and financing conditions; geopolitical events and trade policies affecting critical minerals; workforce recruitment

and retention; cybersecurity or intellectual-property risks; competitive developments or technological change; 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. 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

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