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 2624, 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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Securities~~Resignation ~~Purchase~~of ~~Agreement~~Chief Financial Officer

AsOn ~~previously reported, on~~ June 24, 2026, Robert Winspear notified REalloys Inc. (the “Company”) of ~~entered~~his ~~into~~decision ato ~~Securities~~resign ~~Purchase~~as ~~Agreement~~Chief ~~(the~~Financial ~~“Purchase~~Officer ~~Agreement”) with~~of ~~certain~~the ~~institutional~~Company, and ~~accredited~~Mr. ~~investors~~Winspear’s ~~(the~~employment ~~“Purchasers”)~~as ~~for~~Chief ~~the~~Financial ~~issuance~~Officer ~~and sale, in a private~~ceased ~~placement~~to ~~(the~~be ~~“Offering”),~~effective ofas ~~an aggregate~~ of ~~7,017,540~~June ~~shares (the “Shares”) of the Company’s common stock~~24, ~~par~~2026 ~~value $0.001 per share~~ (the “~~Common~~Separation ~~Stock~~Date”)~~, at a purchase price of $14~~.~~25 per~~ ~~share~~Mr. ~~The~~Winspear’s ~~Company~~resignation ~~also~~did ~~entered~~not ~~into~~result afrom ~~Registration~~any ~~Rights Agreement (the “Registration Rights Agreement”)~~disagreement with the ~~Purchasers~~Company ~~and~~on ~~entered~~any ~~into~~matter ~~Lock-Up~~relating ~~Agreements~~to ~~with~~the ~~its~~Company’s ~~officers~~operations, ~~and~~policies ~~directors~~or practices.

OnIn connection with his departure, the Company and Mr. Winspear entered into a General Release and Severance Agreement, dated as of June 2624, 2026 (the “Separation Agreement”), which was approved by the Company’s ~~completed~~Board of Directors (the ~~closing of~~“Board”). Under the ~~Offering~~Separation Agreement, and subject to Mr. AtWinspear’s compliance with its terms (including a general release of claims in favor of the ~~closing~~Company and continuing cooperation, confidentiality and non-disparagement obligations), the Company ~~issued~~agreed to provide Mr. Winspear with: (i) a lump-sum severance payment of $200,000, less applicable payroll deductions and ~~sold~~tax anwithholdings; ~~aggregate~~(ii) a grant of 720,~~017~~000 fully vested restricted shares of the Company’s common stock,~~540~~ ~~Shares~~par atvalue $140.25001 per share (the “Common Stock”), ~~resulting~~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 ~~aggregate~~an amount to be mutually agreed upon by the parties, equal to the estimated personal income and applicable employment taxes withheld ~~gross~~or ~~proceeds~~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 ~~approximately~~matters ~~$100~~he handled ~~million~~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, ~~before~~a ~~deducting~~copy ~~placement~~of ~~agent~~which ~~fees~~is filed as Exhibit 10.1 to this Current Report on Form 8-K and ~~estimated~~is ~~offering~~incorporated ~~expenses~~herein by reference.

~~Clear~~Appointment ~~Street~~of ~~LLC~~Chief ~~acted~~Financial ~~as sole placement agent for the Offering. The Company intends to use the net proceeds for working capital and general corporate purposes.~~Officer

~~The~~On ~~terms~~June of24, ~~Purchase~~2026, ~~Agreement~~the ~~and~~Board appointed Craig Cunningham, age 43, to serve as the ~~Registration~~Company’s Chief Financial Officer, effective as of June 24, 2026. Mr. Cunningham has served as an Executive Director of Provenance ~~Rights~~Advisors, ~~Agreement~~a ~~were~~financial ~~described~~advisory firm based in Toronto, Ontario, since August 2023, and previously provided services to the Company’s ~~Current~~as ~~Report~~a consultant onand ~~Form~~Senior 8Financial Advisor through Provenance Advisors from March 2021 until his appointment as Chief Financial Officer. Mr. Cunningham served as Chief Financial Officer of Li-KCycle ~~filed~~Holdings ~~with~~Corp. ~~the~~from ~~Securities~~March 2024 to April 2025 and ~~Exchange~~as ~~Commission~~Chief ~~(the~~Financial Officer ~~“Commission”)~~of onElectra Battery Materials Corporation from June 252022 to July 2023. From September 2010 to March 2022, ~~2026~~Mr. Cunningham held various roles with Kinross Gold Corporation, ~~and~~most ~~such~~recently ~~descriptions~~serving ~~are~~as ~~incorporated~~Vice ~~herein~~President, byRegional ~~reference~~Financial Officer, Russia from March 2018 to March 2022.

~~Item~~There 3are no arrangements or understandings between Mr.02 ~~Unregistered~~Cunningham and ~~Sales~~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 ~~Equity~~the ~~Securities~~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.

~~The~~In ~~information~~connection ~~set~~with ~~forth~~his inappointment, ~~Item~~on 1June 24, 2026, the Company entered into a Chief Financial Officer Consulting Agreement (the “Consulting Agreement”) with Provenance Advisors Inc.01 of(the ~~this~~“Consultant”), ~~Current~~pursuant ~~Report~~to which Mr. Cunningham provides services as the Company’s Chief Financial Officer and principal financial officer on ~~Form~~an independent 8contractor 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-Kmonth isterms ~~incorporated~~unless byeither ~~reference~~party ~~into~~provides ~~this~~at ~~Item~~least 390 days’ written notice of non-renewal.~~02.~~

~~The~~Under ~~Shares~~the ~~were~~Consulting ~~issued~~Agreement, ~~and~~the ~~sold~~Company ~~in reliance upon~~will ~~the~~pay ~~exemption~~Mr. ~~from~~Cunningham ~~the~~a ~~registration~~base ~~requirements~~consulting offee ~~the Securities Act~~ of ~~1933~~$55,000 asper ~~amended~~month (~~the~~$660,000 ~~“Securities~~on ~~Act”~~an annualized basis), ~~provided~~ bysubject ~~Section~~to ~~4(a)(2)~~annual ofreview. ~~the~~For ~~Securities~~each ~~Act~~fiscal year, ~~and/or~~Mr. ~~Rule~~Cunningham ~~506(b)~~is ofeligible ~~Regulation~~to Dearn ~~promulgated~~an ~~thereunder,~~annual asperformance abonus ~~transaction~~with ~~not~~a ~~involving any~~target ~~public~~opportunity ~~offering.~~of ~~Each~~100%, ~~Purchaser~~and ~~represented~~a ~~that~~maximum itopportunity isof an150%, of ~~“accredited~~the ~~investor”~~annualized asbase ~~defined~~consulting infee, ~~Rule~~based ~~501(a)~~on ofperformance ~~Regulation D~~metrics ~~and~~established ~~that~~by itthe ~~was~~Compensation ~~acquiring~~Committee of the ~~securities~~Company. The Consulting Agreement also provides for ~~its~~an ~~own~~initial ~~account~~long-term ~~and~~incentive ~~not~~award with a ~~view~~target ~~to,~~grant-date orvalue ~~for~~of ~~resale~~150% inof ~~connection~~the ~~with,~~annualized ~~any~~base ~~distribution~~consulting ~~thereof~~fee in(or ~~violation~~$990,000), ofto ~~the~~be ~~Securities~~granted ~~Act.~~within ~~Neither~~30 ~~the~~days ~~Company~~after ~~nor~~the ~~any~~effective ~~person~~date ~~acting~~in onthe ~~its~~form ~~behalf~~of ~~engaged~~restricted instock ~~any~~units, ~~general~~performance ~~solicitation~~stock units, orstock ~~general~~options, ~~advertising~~or ina ~~connection~~combination ~~with~~thereof under the ~~Offering.~~Company’s ~~The~~equity ~~Shares~~incentive ~~have~~plan, ~~not~~with ~~been~~50% ~~registered~~vesting ~~under~~on the ~~Securities~~grant ~~Act~~date and ~~may~~the ~~not~~remaining 50% bevesting ~~offered or~~on ~~sold~~the infirst anniversary of the ~~United~~grant ~~States~~date. ~~absent~~Mr. ~~registration~~Cunningham oris analso ~~applicable~~eligible ~~exemption~~for ~~from~~annual ~~the~~equity ~~registration~~refresh ~~requirements~~awards in subsequent years.

~~Item~~If 7the Company terminates the Consulting Agreement without Cause, or the Consultant resigns for Good Reason (each as defined in the Consulting Agreement), Mr.01 ~~Regulation~~Cunningham FDis ~~Disclosure~~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.

OnThe ~~June~~foregoing ~~26,~~description ~~2026,~~of the ~~Company~~Consulting ~~issued~~Agreement adoes ~~press~~not ~~release~~purport to ~~announcing~~be ~~the closing~~complete ofand ~~the~~is ~~Offering.~~qualified Ain ~~copy~~its entirety by reference to the full text of the ~~press~~Consulting ~~release~~Agreement, iswhich ~~furnished~~the Company intends to file as ~~Exhibit~~an ~~99.1~~exhibit to ~~this~~its ~~Current~~Quarterly Report on Form 810-KQ for the quarter ending June 30, 2026.

InResignation ~~accordance with General Instruction B.2~~ of ~~Form~~Director 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

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
99.1		Press Release, dated June 26, 2026 (furnished pursuant to Item 7.01 of Form 8-K).
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).

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 26, 2026	By:	/s/ Leonard Sternheim
Date: June 30, 2026	By:	/s/ Leonard Sternheim
	Name:	Leonard Sternheim
	Title:	President and Chief Executive Officer

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