REALLOYS INC. Form 8-K Summary
Business Context and Reporting Period
Reporting Date: February 24, 2026
Company: REALLOYS INC. (formerly Blackboxstocks Inc.)
Event: Completion of a reverse merger with Private REalloys (now REalloys Solutions Inc.) and a concurrent private placement. The Company changed its name from Blackboxstocks Inc. to REALLOYS INC. effective on the Closing Date.
Key Financial Metrics and Capital Structure
Capital Raised:
- Initial Financing: $1,000,000 received in July 2025 (advance for Second Closing).
- Second Closing: $3,000,000 received on February 23, 2026.
- Total Private Placement Proceeds: $4,000,000.
- Outstanding Common Stock: 57,111,167 shares.
- Ownership Split: Former Private REalloys stockholders own ~92.2%; former Blackboxstocks stockholders own ~7.8%.
- Exchange Ratio: 0.4129 (Private REalloys shares to New REalloys shares).
- Authorized Shares: Increased from 100,000,000 to 350,000,000.
- Series C Preferred Stock: Issued to former Series X Preferred holders (1:1 ratio).
- Warrants: $38,000,000 aggregate value of Acquisition Warrants converted; Private REalloys Warrants assumed.
- SAFEs: $3,015,000 aggregate value converted to common stock.
- Contingent Value Rights (CVRs): One CVR issued per share outstanding as of Feb 23, 2026, related to Blackbox.io Inc. assets.
- Placement Agent (Palladium Capital LLC): 7% cash fee on gross proceeds plus 7% warrants; received 5,735,996 shares as an advisory fee.
Note: This filing does not provide revenue, profit, cash flow, or debt metrics for the combined entity. Pro forma financial information is scheduled to be filed within 71 days.
Material Changes Versus Prior Period
- Corporate Identity: Legal name changed from Blackboxstocks Inc. to REALLOYS INC.
- Control: Change of control occurred; former Private REalloys shareholders now hold the majority (92.2%) of voting equity.
- Board Composition: Significant turnover. Robert Winspear remained as a director; all other prior executive officers and directors (Gust Kepler, Keller Reid, Grant Evans, Dalya Sulaiman) resigned. New directors appointed include Leonard Sternheim, Stephen duMont (Chairman), Joseph Sawyer, Dovid Glenn, Brad Wall, David MacNaughton, Bob Foresman, and Jack Keane.
- Securities: New CUSIP number (75606V101) assigned to common stock.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the successful closing of the merger and the execution of the concurrent private placement. The Company adopted a new Code of Business Conduct and Ethics and the 2025 Long-Term Incentive Plan.
Risks and Contingencies:
- CVRs: Future cash payments depend on transactions involving assets of Blackbox.io Inc.
- Financial Reporting: Audited financial statements for the acquired business and pro forma information are not yet available (due within 71 days).
- Unregistered Sales: Significant equity issuances (Series X Preferred, Commitment Shares, Warrants) were made under Section 4(a)(2) and Regulation D exemptions.
Investor Verification Checklist
- Pro Forma Financials: Verify the combined entity's liquidity and debt position once the 71-day filing deadline passes.
- CVR Valuation: Assess the likelihood and potential value of cash payments from the Contingent Value Rights related to Blackbox.io assets.
- Dilution Impact: Review the full terms of the Series C Preferred Stock, warrants, and SAFEs to understand future dilution potential.
- Management Continuity: Evaluate the track record of the new board and executive team (Leonard Sternheim, Stephen duMont, etc.) versus the departed Blackboxstocks leadership.
- Advisory Fees: Confirm the impact of the 5.7 million shares issued to Palladium Capital LLC on the float and ownership structure.