8-K
filed February 25, 2026, 6:59 PM ET
ticker ALOY
CIK 0001567900
M&A
confidence high
sentiment positive
materiality 0.75
REALLOYS INC. (ALOY): M&A transaction — REalloys completes merger with Blackboxstocks, begins trading under 'ALOY' on Nasdaq
REALLOYS INC.
- Former Blackboxstocks stockholders own 7.8% of combined company; former Private REalloys own 92.2%.
- Combined company now a vertically integrated heavy rare earth platform targeting zero-China supply chain for U.S. defense.
- New board includes CEO Leonard Sternheim, Chairman Stephen duMont, and directors Dovid Glenn, Brad Wall, among others.
- One CVR per share paid to pre-merger Blackboxstocks stockholders for rights to Blackbox.io assets.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
REALLOYS INC. issued 5,000,000 warrants to acquire common stock of REalloys of warrant to Private Placement Investor for included in the Concurrent Private Placement; no separate consideration stated.
- Security
- warrant
- Shares
- 5,000,000 warrants to acquire common stock of REalloys
- Purchaser
- Private Placement Investor
- Consideration
- included in the Concurrent Private Placement; no separate consideration stated
Exact text from the filing
As previously reported, on March 6, 2025, Private REalloys entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Private Placement Investor ”), pursuant to which Private REalloys agreed to issue and sell (i) an aggregate of 5,000 shares of Private REalloys Series X Preferred Stock, par value $0.0001 per share (the “ Series X Preferred Stock ”), with a stated value of $1,000 per share, with 1,000 shares of the Series X Preferred Stock issued at the initial closing (the “ Initial REalloys Financing Closing ”), and 4,000 shares of Private REalloys’ Series X Preferred Stock issuable following the consummation of the Merger at the second closing (the “ Second REalloys Financing Closing ”) and (ii) warrants (the “ REalloys Warrants ”) to acquire up to 5,000,000 shares of common stock of REalloys (the “ Concurrent Private Placement ”).
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
REALLOYS INC. issued 3,000 shares of Private REalloys Series X Preferred Stock of preferred stock to Private Placement Investor for $3,000,000.
- Security
- preferred stock
- Shares
- 3,000 shares of Private REalloys Series X Preferred Stock
- Purchaser
- Private Placement Investor
- Consideration
- $3,000,000
Exact text from the filing
Following such advance, the aggregate number of shares of Series X Preferred Stock issuable in connection with the Second REalloys Financing Closing was 3,000 shares and the aggregate additional purchase price paid by the Private Placement Investor in the Second REalloys Financing Closing was $3,000,000.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
REALLOYS INC.: Filed Certificate of Designations of Series C Preferred Stock in connection with the Merger (effective 2026-02-24).
- Change
- charter amendment
- Effective
- 2026-02-24
Exact text from the filing
On February 24, 2026, in connection with the Merger, the Company filed the Certificate of Designations of the Series C Preferred Stock (the “ Series C Certificate of Designations ”) with the Secretary of State of the State of Nevada.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
REALLOYS INC.: Filed Certificate of Amendment to increase authorized shares of common stock from 100,000,000 to 350,000,000 shares (effective 2026-02-24).
- Change
- charter amendment
- Effective
- 2026-02-24
Exact text from the filing
Additionally on February 24, 2026, the Company filed an Amendment (the “ Certificate of Amendment ”) with the Secretary of State of the State of Nevada to increase the authorized shares of New REalloys Common Stock the Company is authorized to issue from 100,000,000 shares to 350,000,000 shares.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
REALLOYS INC.: Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors (effective 2026-02-24).
- Change
- code of ethics
- Effective
- 2026-02-24
Exact text from the filing
In connection with the Merger, on February 24, 2026, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors of the Company, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
REALLOYS INC. completed an acquisition involving REalloys Solutions Inc. (formerly known as REalloys Inc.; Private REalloys) (closed 2026-02-24).
- Action
- acquisition
- Counterparty
- REalloys Solutions Inc. (formerly known as REalloys Inc.; Private REalloys)
- Closing
- 2026-02-24
Exact text from the filing
On February 24, 2026, the Merger closed (the “ Closing ” and such date, the “ Closing Date ”).
View on SEC.gov
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