REALLOYS INC. 8-K

What Happened

• On May 5, 2026, REALLOYS Inc. (ALOY) entered into an Option Exercise Agreement with Gust Kepler to effectuate an earlier Option Agreement dated February 24, 2026. Under the exercise, Mr. Kepler transferred 1,084,999 shares of REALLOYS’ Series A Preferred Stock in exchange for an aggregate of 3,269,998 shares of Series A Preferred Stock of Blackbox.io, Inc. — which represented all of the Blackbox.io Series A preferred shares owned by REALLOYS. The Option Exercise Agreement includes customary representations and warranties by both parties and the form of the agreement is filed as Exhibit 10.1 to the 8‑K.
• Also on May 5, 2026, pursuant to a Stock Purchase Agreement dated February 24, 2026, Mr. Kepler issued and sold 1,634,999 shares of REALLOYS’ Series A Preferred Stock to Lipi Sternheim for an aggregate purchase price of $1.00; that issuance was effectuated on May 5, 2026.

Key Details

• Option Exercise Agreement executed: May 5, 2026 (related Option Agreement dated Feb 24, 2026).
• Share transfers: 1,084,999 REALLOYS Series A Preferred from Gust Kepler; 3,269,998 Blackbox.io Series A Preferred from REALLOYS (constituted all Blackbox.io Series A shares owned by REALLOYS).
• Separate private sale: 1,634,999 REALLOYS Series A Preferred sold by Kepler to Lipi Sternheim for $1.00 (aggregate).

Why It Matters

• These transactions materially change who holds certain Series A preferred shares: REALLOYS exchanged its entire holding of Blackbox.io Series A preferred and significant REALLOYS Series A preferred shares moved between insiders. That can affect ownership stakes and the company’s holdings in Blackbox.io.
• The 8‑K does not include financial results or discuss broader financial impact; investors should monitor future filings or disclosures for details on how these transfers affect REALLOYS’ capital structure, voting rights, or potential liquidation preferences.