UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 “Series A 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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