8-K
Realloys Inc. (ALOY)
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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) May 5, 2026
REALLOYS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41051 | 45-3598066 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 7280 W. Palmetto Park Rd., Suite 302N Boca Raton , FL | 33433 | |
| --- | --- | |
| (Address of principal executive<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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 <br> on which<br> registered |
|---|---|---|
| Common Stock, par value $0.001 per share | ALOY | The<br> 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 5, 2026, REalloys Inc. (the “Company”) entered into an option exercise agreement with Gust Kepler (the “Option Exercise Agreement” and such exercise, the “Option Exercise”). Previously, on February 24, 2026, pursuant to that certain Option Agreement, dated as of February 24, 2026 (the “Option Agreement”), upon exercise of the Put Right (as defined therein), Mr. Kepler was required to transfer an aggregate of 1,084,999 shares of Company’s Series A Preferred Stock, par value $0.001 (the “SeriesA Preferred Stock”) held by Mr. Kepler in exchange for the Company transferring an aggregate of 3,269,998 shares of Series A Preferred Stock of Blackbox.io, Inc., which represents all of the Series A Preferred Stock of Blackbox.io, Inc. owned by the Company.
The Option Exercise Agreement also provides for customary representations and warranties by each of Mr. Kepler and the Company. The foregoing descriptions of the material terms of the Option Exercise Agreement do not purport to be complete and are qualified in their entirety by reference to the form of Option Exercise Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
As previously disclosed, pursuant to that certain Stock Purchase Agreement, dated as of February 24, 2026, by and between Mr. Kepler and Lipi Sternheim, Mr. Kepler agreed to issue and sell to Mr. Sternheim an aggregate of 1,634,999 shares of Series A Preferred Stock for an aggregate purchase price of $1.00. On May 5, 2026, the issuance of the Series A Preferred Stock from Mr. Kepler to Mr. Sternheim was effectuated.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Form of Option Exercise Agreement |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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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 5, 2026 | By: | /s/ Leonard Sternheim |
| Name: | Leonard Sternheim | |
| Title: | President and Chief Executive Officer |
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Exhibit 10.1
OptionExercise Agreement
This OPTION EXERCISE Agreement (this “Agreement”) is entered into May 5, 2026 (the “Effective Date”) by and between REalloys Inc. (formerly known as Blackboxstocks, Inc., “REalloys”), and Gust Kepler, (“Kepler”, and, together with REalloys, the “Parties”). Capitalized terms used in this Agreement but not defined herein shall have the meaning ascribed to such terms in the Option Agreement (defined below).
RECITALS:
WHEREAS, pursuant to that certain Option Agreement, dated February 24, 2026 between the Parties (the “Option Agreement”), whereby upon exercise of the Put Right, Kepler is required to transfer all of the shares of Company Series A Stock of REalloys held by Kepler, which as of the date hereof is 1,084,999 shares (the “REalloys Interests”) in exchange for REalloys transferring 3,269,998 shares of BXO Preferred Stock of Blackbox.io, Inc., which represents all of the Series A Convertible Preferred Stock of Blackbox.io, Inc. owned by REalloys (the “Blackbox.io Interests”);
WHEREAS, on April 28, 2026, Kepler delivered to REalloys a notice exercising his Put Right pursuant to the Option Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and subject to and on the terms and conditions set forth herein, the Parties hereto agree as follows:
AGREEMENT:
Delivery and Exchange of the REalloys Interests and Blackbox.io Interests. Subject to and expressly contingent upon the acceptance by Securities Transfer Corporation of the Transfer Instruction Letter set forth in Exhibit A and as provided in the Option Agreement, effective as of the Effective Date: (i) Kepler hereby transfers all right, title and interest in and to the REalloys Interests to REalloys and REalloys hereby acquires from Kepler the REalloys Interests, free and clear of all encumbrances and (ii) REalloys hereby transfers all right, title and interest in and to the Blackbox.io Interests to Kepler and Kepler hereby acquires from REalloys the Blackbox.io Interests, free and clear of all encumbrances.
Representations and Warranties of Kepler. Kepler represents and warrants to REalloys that (A) Kepler has full right, title, and interest in and to the REalloys Interests, (B) Kepler has all the necessary power and authority and has taken all necessary action to transfer the REalloys Interests as set forth hereunder and (C) the REalloys Interests are free and clear of any and all mortgages, pledges, security interests, options, rights of first offer, encumbrances, or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of the Option Agreement.
Representations and Warranties of REalloys. REalloys hereby represents and warrants to Kepler that (A) REalloys and Blackbox.io, Inc., individually and collectively, have all the necessary power and authority and have taken all necessary action to transfer the Blackbox.io Interests as set forth hereunder, and (B) the Blackbox.io Interests are hereby transferred free and clear of any and all mortgages, pledges, security interests, options, rights of first offer, encumbrances, or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of the Option Agreement, and such Blackbox.io Interests are fully paid and non-assessable.
Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF TEXAS SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE ARISING UNDER THIS AGREEMENT, AND THE PARTIES EXPRESSLY HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE THAT SUCH COURTS ARE A CONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH DISPUTES.
(b) From time to time, at the reasonable request of the either Party, the other Party shall execute and deliver, or cause to be executed and delivered, such documents and instruments and shall take, or cause to be taken, such further or other actions as may be reasonably necessary to carry out the purposes set forth herein, without any material financial obligation to either Party.
(d) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts transmitted by facsimile or electronic shall be deemed to be originals.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
| GUST KEPLER | |
|---|---|
| REALLOYS: | |
| BY: | |
| NAME: | Robert Winspear |
| TITLE: | Chief Financial Officer |
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EXHIBITA
InstructionLetter
(attached)
3