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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 24, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Chief Financial Officer

 

On June 24, 2026, Robert Winspear notified REalloys Inc. (the “Company”) of his decision to resign as Chief Financial Officer of the Company, and Mr. Winspear’s employment as Chief Financial Officer ceased to be effective as of June 24, 2026 (the “Separation Date”). Mr. Winspear’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

In connection with his departure, the Company and Mr. Winspear entered into a General Release and Severance Agreement, dated as of June 24, 2026 (the “Separation Agreement”), which was approved by the Company’s Board of Directors (the “Board”). Under the Separation Agreement, and subject to Mr. Winspear’s compliance with its terms (including a general release of claims in favor of the Company and continuing cooperation, confidentiality and non-disparagement obligations), the Company agreed to provide Mr. Winspear with: (i) a lump-sum severance payment of $200,000, less applicable payroll deductions and tax withholdings; (ii) a grant of 20,000 fully vested restricted shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), under the Company’s 2025 Long-Term Incentive Plan (the “Incentive Plan”) and a related restricted stock award agreement, subject to a lock-up period; and (iii) an additional lump-sum cash payment, in an amount to be mutually agreed upon by the parties, equal to the estimated personal income and applicable employment taxes withheld or paid in connection with the vesting of such restricted shares. The Separation Agreement also provides that Mr. Winspear will make himself reasonably available to the Company in a consulting capacity for up to 12 months to assist with the transition of matters he handled on behalf of the Company. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Appointment of Chief Financial Officer

 

On June 24, 2026, the Board appointed Craig Cunningham, age 43, to serve as the Company’s Chief Financial Officer, effective as of June 24, 2026. Mr. Cunningham has served as an Executive Director of Provenance Advisors, a financial advisory firm based in Toronto, Ontario, since August 2023, and previously provided services to the Company as a consultant and Senior Financial Advisor through Provenance Advisors from March 2021 until his appointment as Chief Financial Officer. Mr. Cunningham served as Chief Financial Officer of Li-Cycle Holdings Corp. from March 2024 to April 2025 and as Chief Financial Officer of Electra Battery Materials Corporation from June 2022 to July 2023. From September 2010 to March 2022, Mr. Cunningham held various roles with Kinross Gold Corporation, most recently serving as Vice President, Regional Financial Officer, Russia from March 2018 to March 2022.

 

There are no arrangements or understandings between Mr. Cunningham and any other persons pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Cunningham and any director or executive officer of the Company. Mr. Cunningham has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with his appointment, on June 24, 2026, the Company entered into a Chief Financial Officer Consulting Agreement (the “Consulting Agreement”) with Provenance Advisors Inc. (the “Consultant”), pursuant to which Mr. Cunningham provides services as the Company’s Chief Financial Officer and principal financial officer on an independent contractor basis through the Consultant. The Consulting Agreement has an initial term of 24 months, commencing on June 24, 2026, and automatically renews for successive 12-month terms unless either party provides at least 90 days’ written notice of non-renewal. 

 

Under the Consulting Agreement, the Company will pay Mr. Cunningham a base consulting fee of $55,000 per month ($660,000 on an annualized basis), subject to annual review. For each fiscal year, Mr. Cunningham is eligible to earn an annual performance bonus with a target opportunity of 100%, and a maximum opportunity of 150%, of the annualized base consulting fee, based on performance metrics established by the Compensation Committee of the Company. The Consulting Agreement also provides for an initial long-term incentive award with a target grant-date value of 150% of the annualized base consulting fee (or $990,000), to be granted within 30 days after the effective date in the form of restricted stock units, performance stock units, stock options, or a combination thereof under the Company’s equity incentive plan, with 50% vesting on the grant date and the remaining 50% vesting on the first anniversary of the grant date. Mr. Cunningham is also eligible for annual equity refresh awards in subsequent years.

 

If the Company terminates the Consulting Agreement without Cause, or the Consultant resigns for Good Reason (each as defined in the Consulting Agreement), Mr. Cunningham is entitled to, among other things, a lump-sum payment equal to 18 months of the then-current monthly consulting fee and target annual bonus, payment of any earned but unpaid bonus, and accelerated vesting of certain time-based equity awards. Upon a qualifying termination in connection with a change in control, Mr. Cunningham is entitled to enhanced severance, including a lump-sum payment equal to 24 months of the then-current monthly consulting fee, 200% of the target annual bonus, and full acceleration of time-based equity awards. The Consulting Agreement also contains non-solicitation and confidentiality covenants and provides for indemnification and directors’ and officers’ liability insurance coverage.

 

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

 

Resignation of Director

 

On June 26, 2026, Joseph Sawyer notified the Company of his resignation from the Board, effective as of June 29, 2026. Mr. Sawyer’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

The Board does not currently intend to appoint a replacement for Mr. Sawyer or to otherwise fill the vacancy resulting from his resignation.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   General Release and Severance Agreement, dated June 24, 2026, by and between REalloys Inc. and Robert Winspear.
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: June 30, 2026 By: /s/ Leonard Sternheim
  Name:  Leonard Sternheim
  Title: President and Chief Executive Officer

 

 

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Exhibit 10.1

 

GENERAL RELEASE AND SEVERANCE AGREEMENT

 

This General Release and Severance Agreement (the “Agreement”), dated as of June 24, 2026, is made and entered into by and between Robert Winspear (“Employee”) and REalloys Inc. (formerly known as Blackboxstocks, Inc.) (the “Company”).

 

For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutually satisfactory and amicable separation of employment from the Company and to resolve and settle finally, fully and completely all matters and disputes that now or may exist between them, as set forth below, Employee and the Company agree as follows:

 

1. Separation from Employment. Effective June 24, 2026 (the “Separation Date”), Employee’s employment with the Company shall cease and Employee shall relinquish all positions, offices, and authority with the Company. Employee agrees that Employee will provide any documentation requested by the Company in a form agreeable to the Company related to Employee’s resignation from any boards on which Employee served or serves relating to, or arising from, Employee’s prior employment with the Company, and from any other position with, the Company. The Company has provided Employee’s counsel with a draft of the language that pertains to Employee in the Form 8-K in advance of its filing. Employee acknowledges and agrees, except for the payments described hereunder, Employee has no rights to any other wages and other compensation or remuneration of any kind due or owed from the Company, including, but not limited, to all wages, reimbursements, bonuses, advances, vacation pay, severance pay, equity, awards, and any other incentive-based compensation or benefits to which Employee was or may become entitled or eligible. Any rights to any equity shall be determined by the terms and conditions set forth in the applicable plan and award agreements.

 

2. Continuing Obligations. Employee shall remain bound by, and agrees to comply with, any obligations that survive an employment termination as set forth in any other agreement or employee policy to which Employee became subject during and in connection with Employee’s employment with the Company.

 

3. Consideration. In consideration of this Agreement and the release herein, and Employee’s compliance with Employee’s obligations hereunder, the Company will provide Employee with: (i) severance pay in the amount of $200,000, less all applicable payroll deductions and tax withholdings, to be paid on the first payroll date following the Effective Date (defined below) of this Agreement; (ii) a grant of 20,000 fully vested restricted shares of the Company’s common stock (the “Equity Award”) under the Company’s long-term incentive plan (the “LTIP”), subject to the terms and conditions of the LTIP, the Company’s award agreement (the “Award Agreement”), and a lock-up period for the restricted shares; and (iii) an additional lump-sum cash payment, as mutually agreed by the parties based on a reasonable calculation, equal to the amount of any estimated personal income and applicable employment taxes withheld or paid in connection with the vesting of the Equity Award pursuant to the Award Agreement to be paid on the Company’s first regular payroll date following the Effective Date of this Agreement.

 

4. Transition. Employee agrees to cooperate in good faith and make himself reasonably available to the Company in a consulting capacity for up to 12 months regarding the transition of the business matters Employee handled on behalf of the Company. Employee agrees to: (i) fully inform the Company of all activities and/or projects in which he was involved prior to the Separation Date and of the status of any such activities and/or projects; (ii) transfer or otherwise make available to the Employee’s successors or others designated by the Company to the extent possible, all of Employee’s knowledge and experience regarding his duties and otherwise provide assistance as reasonably requested by the Company; and (iii) accomplish a smooth transition of Employee’s responsibilities to his successors. For the avoidance of doubt, and in addition to Employee’s obligations to return all Company property as set forth below, the foregoing also includes, without limitation, Employee’s transition of all legacy documents and financial/bank information related to Blackboxstocks Inc. and Blackbox.io, Inc. to the Company, Employee’s successors or others designated by the Company. 

 

 

 

 

5. Cooperation. Employee agrees to cooperate fully and make Employee reasonably available to the Company (and its representatives and advisors) in any pending or future governmental or regulatory investigation, inquiry, or request for information, or civil, criminal, or administrative proceeding or arbitration, in each case involving the Company. Employee agrees that, upon reasonable notice and without the necessity of the Company’s obtaining a subpoena or court order, he shall reasonably respond to all reasonable inquiries of the Company about any matters concerning the Company or its affairs that occurred or arose during his employment by the Company, of which matters he has knowledge or information.

  

6. Release of Claims. For and in consideration of the right to receive the consideration described in Section 3 of this Agreement, Employee fully and irrevocably releases and discharges the Company, including all of their affiliates, parent companies, subsidiary companies, employees, owners, directors, officers, principals, agents, insurers, and attorneys from any and all claims arising or existing on, or at any time prior to, the date this Agreement is signed by Employee. Such released claims include, without limitation, claims relating to or arising out of: (i) Employee’s hiring, compensation, benefits and employment with the Company, (ii) Employee’s separation from employment with the Company, and (iii) all claims known or unknown or which could or have been asserted by Employee against the Company, at law or in equity, or sounding in contract (express or implied) or tort, including claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, pregnancy, sexual orientation, or any other form of discrimination, harassment, or retaliation, including, without limitation, claims under the Age Discrimination in Employment Act; the Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964; the Rehabilitation Act; the Equal Pay Act; the Family and Medical Leave Act, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Civil Rights Act of 1866 and/or 1871; the Occupational Safety and Health Act; the Sarbanes Oxley Act; the Employee Polygraph Protection Act; the Uniform Services and Employment and Re-Employment Rights Act; the Worker Adjustment Retraining Notification Act; the National Labor Relations Act and the Labor Management Relations Act; the Texas Labor Code, the Texas Commission on Human Rights Act and any other similar or equivalent state laws; and any other federal, state, local, municipal or common law whistleblower protection claim, discrimination or anti-retaliation statute or ordinance; claims arising under the Employee Retirement Income Security Act; claims arising under the Fair Labor Standards Act; or any other statutory, contractual or common law claims. Employee does not release Employee’s right to enforce the terms of this Agreement.

 

The Company fully and irrevocably releases and discharges Employee from any and all claims arising or existing on, or at any time prior to, the date this Agreement is signed by the Company. Notwithstanding the foregoing, the Company shall not release and discharge Employee from any claims arising out of or in connection with Employee’s fraud, willful misconduct or criminal activity.

  

7. No Interference. Nothing in this Agreement is intended to interfere with Employee’s right to report possible violations of federal, state or local law or regulation to any governmental or law enforcement agency or entity (including, without limitation, the Securities and Exchange Commission), or to make other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Employee further acknowledges that nothing in this Agreement is intended to interfere with Employee’s right to file a claim or charge with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission (the “EEOC”), any state human rights commission, or any other government agency or entity. However, by executing this Agreement, Employee hereby waives the right to recover any damages or benefits in any proceeding Employee may bring before the EEOC, any state human rights commission, or any other government agency or in any proceeding brought by the EEOC, any state human rights commission, or any other government agency on Employee’s behalf with respect to any claim released in this Agreement; provided, however, for purposes of clarity, Employee does not waive any right to any whistleblower award pursuant to Section 21F of the Securities Exchange Act of 1934 or any other similar provision.

 

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8. Review.  Employee acknowledges that: (a) this Agreement is written in terms and sets forth conditions in a manner which Employee understands; (b) Employee has carefully read and understands all of the terms and conditions of this Agreement; (c) Employee agrees with the terms and conditions of this Agreement; and (d) Employee enters into this Agreement knowingly and voluntarily.  Employee acknowledges that Employee does not waive rights or claims that may arise after the date this Agreement is executed, that Employee has been given twenty-one (21) days from receipt of this Agreement in which to consider whether Employee wanted to sign it, that any modifications, material or otherwise made to this Agreement do not restart or affect in any manner the original twenty-one (21) day consideration period, and that the Company advises Employee to consult with an attorney before Employee signs this Agreement.  The Company agrees, and Employee represents that Employee understands, that Employee may revoke Employee’s acceptance of this Agreement at any time for seven (7) days following Employee’s execution of the Agreement and must provide notice of such revocation by giving written notice to the Company.  If not revoked by written notice received on or before the eighth (8th) day following the date of Employee’s execution of the Agreement, this Agreement shall be deemed to have become enforceable and on such eighth (8th) day (the “Effective Date”).

  

9. Return of Property. Employee represents within three (3) days from the Separation Date, he shall have returned to the Company all Company property and materials, including but not limited to, Company files, correspondence, e-mail, memoranda, models, notes, drawings, records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, information regarding current or prospective investors, research and development information, sales and marketing information, intangible information stored on hard drives or thumb drives, software passwords or codes, security passwords or codes, software code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, laptops, iPads, mobile telephones), credit cards, entry cards, identification badges and keys, and any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part).

 

10. Non-Disclosure. Through the Separation Date and forever thereafter: (i) Employee shall hold all Confidential Information (as defined below) in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person; and (ii) Employee shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information. For purposes of this Agreement, “Confidential Information” includes any trade secrets or confidential or proprietary information of the Company, including, but not limited to, the following: methods of operation, products, inventions, services, processes, equipment, know-how, technology, technical data, policies, project information and documentation, loan information, investment information, agreements, strategies, designs, templates, formulas, developmental or experimental work, improvements, discoveries, research, plans for research or future products and services, database schemas or tables, drawings, sketches, branding, creations, portfolios, applications, software, development tools or techniques, training materials, business information, marketing and sales methods, plans and strategies, competitors, markets, market surveys, techniques, production processes, infrastructure, business plans, distribution and installation plans, processes and strategies, methodologies, budgets, financial data and information, customer and client information, prices and costs, fees, customer and client lists and profiles, investor information, vendor information and lists, press contacts and profiles, employee, customer and client personal information, supplier and manufacturer lists, business records, product construction, product specifications, audit processes, pricing strategies, business strategies, marketing and promotional practices, management methods and information, plans, reports, recommendations and conclusions, and information regarding the skills and compensation of employees and contractors.

  

11. Non-Disparagement. Employee agrees that the Company’s goodwill and reputation are assets of great value to the Company, which have been obtained and maintained through great costs, time and effort. Therefore, Employee agrees that Employee shall not make, publish or otherwise transmit any disparaging, damaging, derogatory, negative, critical or false statements, whether written or oral, in any manner or forum, regarding the Company and/or its officers, directors, executives, employees, contractors, consultants, products, services, business or business practices. The Company agrees that its officers and directors shall not make, publish or otherwise transmit any disparaging, damaging, derogatory, negative, critical or false statements, whether written or oral, in any manner or forum, regarding Employee.

 

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12. Confidentiality. Employee agrees to keep the amount of the consideration completely confidential. However, Employee may disclose the monetary terms of this Agreement to Employee’s spouse, CPA or tax advisor, attorney, or as required by law but agrees to instruct any person to whom disclosure is authorized that he or she must keep this Agreement and its terms completely confidential.

 

13. No Further Services. Employee agrees that Employee will not seek, apply for, accept, or otherwise pursue employment, engagement, or arrangement to provide further services with or for the Company, as an employee, independent contractor or otherwise.

 

14. Governing Law/Venue. This Agreement shall be governed by and construed under the laws of the State of Texas. Venue of any litigation arising from this Agreement or any disputes relating to Employee’s employment shall be in the federal and state courts situated in Nevada. Employee consents to personal jurisdiction of the federal and state courts situated in Nevada for any dispute relating to or arising out of this Agreement or Employee’s employment, and Employee agrees that Employee shall not challenge personal or subject matter jurisdiction in such courts. The parties also hereby waive any right to trial by jury in connection with any litigation or disputes under or in connection with this Agreement.

 

15. Voluntary. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties hereto. The parties acknowledge that they have had ample opportunity to have this Agreement reviewed by the counsel of their choice.

 

16. Acknowledgment. Employee acknowledges and agrees that the consideration provided herein is consideration to which Employee is not otherwise entitled except pursuant to the terms of this Agreement, and are being provided in exchange for Employee’s compliance with Employee’s obligations set forth hereunder.

 

17. No Admission of Liability. This Agreement shall not in any way be construed as an admission by the Company of any acts of wrongdoing or violation of any statute, law or legal right.

 

18. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page of this Agreement by facsimile or by electronic mail in portable document format (PDF) will be effective as delivery of a manually executed signature page of this Agreement.

 

19. Sole Agreement and Severability. Except as set forth herein, this Agreement (including the Award Agreement) is the sole, entire and complete agreement of the parties relating in any way to the subject matter hereof. No statements, promises or representations have been made by any party to any other party, or relied upon, and no consideration has been offered, promised, expected or held out other than as expressly set forth herein, provided only that the release of claims in any prior agreement or release shall remain in full force and effect. The covenants contained in this Agreement are intended by the parties hereto as separate and divisible provisions, and in the event that any or all of the covenants expressed herein shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining parts, terms or provisions of this Agreement shall not be affected and such provisions shall remain in full force and effect.

 

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PLEASE READ CAREFULLY. THIS GENERAL RELEASE AND SEVERANCE AGREEMENT INCLUDES A RELEASE OF ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, AGAINST THE COMPANY.

 

THE COMPANY   EMPLOYEE
         
By:   /s/ Leonard Sternheim   By:  /s/ Robert Winspear
Title: Chief Executive Officer   Date: June 24, 2026
Date: June 24, 2026      

  

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