Realloys Inc 8-K/A, filed May 12, 2026

Realloys Inc. (ALOY)

8-K/A 2026-05-12 For: 2026-02-25

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Added on May 12, 2026

About this 8-K/A

Realloys Inc filed this 8-K/A on May 12, 2026, reporting on events of February 25, 2026.

Items reported

Item 9.01: Financial statements and exhibits

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Nevada		001-41051		45-3598066
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7280 W. Palmeto Park Rd. Suite 302N Boca Raton, FL		33433
(Address of principal executive offices)		(Zip Code)

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 Capital Market

Exhibit		Description
23.1		Consent of Grassi and Co., CPAs, P.C.
23.2		Consent of Stephano Slack LLC
99.1		Audited Financial Statements of REalloys Inc. as of December 31, 2025, and 2024, and for the years then ended
99.2		Unaudited Pro Forma Condensed Combined Financial Information of REalloys Inc. as of and for the year ended December 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Dated: May 11, 2026	REalloys Inc.

	By:	/s/ Leonard Sternheim
		Leonard Sternheim
		Chief Executive Officer


Grassi & Co., CPAs, P.C.
We have served as the Company’s auditor since 2026.
Glastonbury, Connecticut
May 11, 2026

	December 31, 2025			December 31, 2024
Assets
Current assets:
Cash	$	2,824		$	113
Accounts receivable, net of allowance for credit losses of $0		730			-
Prepaid expense		34,987
Total current assets		38,541			113

Non-current assets:
Mineral properties		50,532			50,532
Machinery and equipment, net		321			-
Intangible assets		1,316			-
Goodwill		2,077			-
Operating lease right-of-use asset, net		602			-
Total non-current assets		54,848			50,532

Total assets	$	93,389		$	50,645

Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable and accrued expenses		3,433		$	755
Accrued expenses, related party		610			-
Note payable, related party		94			-
SAFE liability, related party		1,320			1,320
SAFE liability		1,695			1,500
Current portion of operating lease liabilities		2			-
Deferred cash consideration from acquisition		-			7,246
Total current liabilities		7,154			10,821

Non-current liabilities:
Note payable, related party		-			2,044
Contingent consideration		34,561			29,364
Long-term operating lease liabilities		536			-
Deferred tax liability		13,644			13,644
Long-term debt		154			-
Total non-current liabilities		48,895			45,052

Total liabilities		56,049			55,873

Mezzanine equity
Series X redeemable preferred stock, $0.0001 par value; 10,000,000 shares authorized, 2,000 shares issued and outstanding		1,506			-

Stockholders’ equity (deficit)
Common stock, $0.0001 par value, 250,000,000 shares authorized, 119,383,766 and 76,500,000 shares issued and outstanding as of December 31, 2025, and 2024, respectively		12			8
Additional paid in capital		116,946			213
Accumulated deficit		(81,125	)		(5,449	)
Total stockholders’ equity (deficit)		35,834			(5,228	)
Total liabilities and stockholders’ equity (deficit)		93,389		$	50,645

	Year Ended December 31,
	2025			2024
Net revenues	$	800		$	-
Operating expenses:
Cost of sales		906			-
General and administrative		69,629			1,203
Depreciation and amortization		249			-
Exploration costs		-			224
Total operating expenses		70,785			1,427

Loss from operations		(69,985	)		(1,427	)

Interest expense		(374	)		(213	)
Change in the fair value of the contingent consideration		(5,197	)		(976	)
Deferred cash consideration late payment penalties		-			(2,833	)

Net loss	$	(75,555	)	$	(5,449	)

Basic and diluted net loss per share	$	(0.76	)	$	(0.10	)
Weighted-average shares used in computation of net loss per share:
Basic and diluted		99,634.249			56,760,000

									Additional					Total
	Preferred Shares				Common Shares				Paid-In		Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balances as of May 20, 2024 (inception)		-	$	-		-	$	-	$	-	$	-		$	-
Issuance of common stock for cash		-		-		76,500,000		8		-		-			8
Imputed interest treated as a capital contribution		-		-		-		-		213		-			213
Net loss		-		-		-		-		-		(5,449	)		(5,449	)
Balances as of December 31, 2024		-	$	-		76,500,000	$	8	$	213	$	(5,449	)	$	(5,228	)
Issuance of common stock for acquisition of business		-		-		14,000,000		1		3,544		-			3,546
Issuance of preferred stock and common stock for cash		2,000		1,506		8,085,884		1		15,675		-			15,681
Issuance of common stock to financing advisors		-		-		4,500,000		-		-		-			-
Recognition of services paid in-kind		-		-		16,297,882		2		90,073		-			90,074
Dividends declared		-		-		-		-		-		(121	)		(121	)
Stock Compensation		-		-		-		-		7,074		-			7,074
Imputed interest treated as a capital contribution		-		-		-		-		363		-			363
Net loss		-		-		-		-		-		(75,555	)		(75,555	)
Balances as of December 31, 2025		2,000	$	1,506		119,383,766	$	12		116,976		(81,125	)		(35,834	)

	Year Ended
	2025			2024
Net loss	$	(75,555	)	$	(5,449	)

Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest expense		363			213
Depreciation and amortization		209			-
Issuance of common stock for services		55,313			-
Issuance of Share Compensation		6,973			-
Deferred cash consideration late payment penalties		-			2,833
Change in fair value of contingent consideration		5,197			976
Non-cash lease expense		48			-

Change in operating assets and liabilities:
Prepaid expenses		(225	)		-
Accounts payable and accrued expenses		2,847			755
Accounts receivable		(634	)		-
Operating lease liability		(49	)		-
Net cash used in operating activities		(5,513	)		(672	)

Cash flows from investing activities
Cash paid for asset acquisition		-			(4,087	)
Purchase of fixed assets		(66	)
Net cash used in investing activities		(66	)		(4,087	)

Cash flows from financing activities
Proceeds from notes payable, related party		200			2,044
Payment of notes payable, related party		(2,150	)		-
Proceeds from SAFE liability – related party		-			1,320
Proceeds from SAFE liability		195			1,500
Payment of deferred cash consideration		(7,246	)		-
Proceeds from issuance of preferred and common shares, net of issuance costs		17,290			8
Net cash provided by financing activities		8,290			4,872

Net increase in cash		2,711			113
Cash, beginning of year		113			-
Cash, end of year		2,824			113

Supplemental cash flow information
Cash paid for interest		-			-
Cash paid for income tax		-			-

Supplemental disclosures of non-cash investing and financing activities:
Acquisition of business	$	3,545		$	-
Accrued dividends on preferred shares	$	121
Issuance of common shares for services	$	90,075
Contingent consideration issued in an asset acquisition	$	-		$	28,388
Mineral properties asset acquired	$	-		$	50,532
Deferred tax liability recognized on mineral property asset acquired	$	-		$	13,644
Deferred cash consideration from asset acquisition	$	-		$	6,500

			Estimated
Asset Category			Useful Life
Production equipment			7 years

Purchase Price
Consideration transferred	$	3,543
Fair value of total consideration transferred	$	3,543

Purchase Price Allocation
Fixed assets	$	286
Accounts receivable		96
Intangible assets		1,493
Goodwill		2,077
Operating lease right-of-use asset		650
Total assets acquired	$	4,603

Accounts payable	$	70
Employment contract liability		250
Operating lease liability		586
Long-term debt		154
Total liabilities assumed		1,060
Total net assets acquired	$	3,543

Identified Intangible Assets	Fair Value		Useful Life
Patents	$	500	15 Years
Process knowledge and operating agreement		993	8 Years
Fair value of Intangibles	$	1,493

	May 29,
	2024
Mineral property	$	50,532
Total assets acquired		50,532
Consideration exchanged	$	50,532

		December 31, 2025
	Weighted	Gross					Net
	Average	Carrying		Accumulated			Carrying
	Useful Life	Amount		Amortization			Amount
Patents	15 years	$	500	$	(32	)	$	468
Process knowledge and operating agreement	8 years		993		(147	)		846
Intangible Assets, net		$	1,493	$	(179	)	$	1,314

Year ending December 31:

2026	$	90
2027		90
2028		90
2029		90
2030		90
Thereafter		255
Total remaining lease payments	$	705
Less: imputed interest		(102	)
Present value of remaining lease payments	$	603

	December 31, 2025
	First		Second
	Closing		Closing		Total
	Amount		Amount		Amount
Consideration received
Cash	$	1,000	$	1,000	$	2,000

Consideration given
Series X preferred shares		507		1,000		1,507
Warrants		242				242
Commitment common shares		251				251
Total consideration given	$	1,000	$	1,000	$	2,000

			Weighted- Average
	Number		Grand Date
	Of Shares		Fair Value
Nonvested as of January 1, 2025		-
Granted		1,375,000	$	8.35
Vested		-		-
Forfeited		-		-
Nonvested as of December 31, 2025		1,375,000	$	8.35

			Weighted- Average
	Number		Grand Date
	Of Shares		Fair Value
Nonvested as of January 1, 2025	-
Granted		4,125,000	$	5.00
Vested		-		-
Forfeited		-		-
Nonvested as of December 31, 2025		4,125,000	$	5.00

Balance as of May 20, 2024	$	-
SAFEs		2,820
Acquisition-related contingent consideration		28,388
Change in fair value		976
Balance as of December 31, 2024	$	31,208
SAFEs		195
Change in fair value		5,197
Balance as of December 31, 2025	$	36,600

	United States		Canada		Total
Year Ended December 31, 2025	thousands
Net revenues	$	800		—	$	800

Long-lived assets as of December 31, 2025
Mineral properties		—		50,532		50,532
Fixed assets, net		321		—		321
Intangible assets		3,393		—		3,393
Operating lease right-of-use asset, net		602		—		602
Total long-lived assets	$	4,316	$	50,532	$	54,848

Year Ended December 31, 2024
Net revenues		—		—		—

Long-lived assets as of December 31, 2024
Mineral properties		—		50,532		50,532
Total long-lived assets		—	$	50,532	$	50,532

In thousands, except per share data)	2025			2024
Numerator:
Net (loss)	$	(75,555	)	$	95,449	)
Less: Preferred stock dividends accrued		122			-
Net income available to common stockholders	$	(75,433	)	$	(5,449	)
Numerator for basic and diluted EPS	$	(75,433	)	$	(5,449	)

Denominator:
Weighted-average common shares outstanding		99,634,249			56,760,000
Diluted weighted-average common shares outstanding		99,634,249			56,760,000

Basic EPS	$	(0.76	)	$	(0.10	)
Diluted EPS	$	(0.76	)	$	(0.10	)

	Blackboxstocks			REalloys			Adjustments			Combined			Notes

Assets
Current assets:
Cash	$	39			2,824			3,020			5,883		c,d
Accounts receivable, net		20			730						750
Inventory		4									4
Prepaid expenses and other current assets		7			34,987						34,994
Total current assets		70			38,541			3,020			41,631

Intangible assets					3,393						3,393
Mineral Properties					50,532						50,532
Property and equipment, net		1			321						322
Right of use lease		221			602						823
Investments		8,394									8,394

Total assets	$	8,686		$	93,389		$	3,020		$	105,095

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable	$	1,463			3,433						4,896
Accrued interest		93			610						703
Unearned subscriptions		726									726
Lease liability right of use, current		74			2						76
Senior secured debenture, net of issuance costs		252						(252	)		-		d
Other notes payable		264									264
Note payable, related party					94						94

SAFE liability, related party					1,320			(1,320	)		-		e
SAFE liability					1,695			(1,695	)		-		e
Deferred cash consideration from acquisition					-						-
Total current liabilities		2,872			7,154			(3,267	)		6,759

Long term liabilities:
Contingent consideration					34,561			(34,561	)		-		f
Deferred tax liability					13,644						13,644
Warrant liability		-			-						-
Note payable		-			154						154
Lease liability right of use, long term		155			536						691
Total long term liabilities		155			48,895			(34,561	)		14,489

Commitments and contingencies

Series C Convertible Preferred Stock, $0.001 par value, 10,000,000 shares authorized;								16,953			16,953		c,d
Series X Preferred Stock					1,506			(1,506	)		-		c
Stockholders' equity

Preferred stock, $0.001 par value, 5,000,000 shares authorized;		-									-

Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized		3									3

Series B Convertible Preferred Stock, $0.001 par value, 10,000,000 shares authorized;		-									-

Common stock, $0.001 par value, 100,000,000 shares authorized		4			12			41			57		a,b
Treasury Stock		(1	)					1			-		b
Additional paid in capital		33,035			115,785			103,521			252,341		a,b,e,f,g
Accumulated deficit		(27,382	)		(79,963	)		(78,161	)		(185,506	)	b,c,d,f,g
Total stockholders' equity		5,659			35,834			25,401			66,894

Total liabilities and stockholders' equity	$	8,686		$	93,389		$	3,020		$	105,095

Blackboxstocks market price as of February 24, 2026	$	18.15

Blackboxstocks outstanding common shares at close		4,480,437

Adjustment for other in-the-money-options and warrants		97,985

Blackboxstocks adjusted outstanding common shares at close		4,578,422

Purchase price	$	83,098

	Blackboxstocks		REalloys
Conversion of existing and new debentures net of issuance costs	$	1,578
Finance expense for conversion of debentures including exit fee		4,353
Conversion of existing REalloys Series X Preferred Stock				2,160
Issuance and conversion of 3,000 shares of Series X Preferred Stock				2,790
Finance expense due to increase in stated value from $1,000 to $3,000/share				10,379
	$	5,931	$	13,006
Total Series C Preferred Stock Adjustment			$	18,937

	Blackboxstocks			Private REalloys
Conversion of debentures	$	5,635
Reduction in interest and amortization of financing cots		(337	)
Conversion of Private REalloys Series X Preferred Stock					10,000

Revised executive salary	$	900
One time executive bonus		1,500
Executive equity compensation		89.920
Less prior executive compensation		(1,890	)
Revised executive compensation	$	90,439
Additional director equity compensation		47,775
Additional directors cash compensation		420
Total	$	138,634