Form 8-K

8-K — REALLOYS INC.

Accession: 0001185185-26-001726

Filed: 2026-05-06

Period: 2026-05-05

CIK: 0001567900

SIC: 1000 (METAL MINING)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — realloys8k050526.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (realloysex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: realloys8k050526.htm · Sequence: 1

false

0001567900

2026-05-05

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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) May 5, 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 ☐

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 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).

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

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: realloysex10-1.htm · Sequence: 2

Exhibit 10.1

Option

Exercise Agreement

This

OPTION EXERCISE Agreement (this “Agreement”) is entered into

May 5, 2026 (the “Effective Date”) by and between REalloys Inc. (formerly known as Blackboxstocks, Inc., “REalloys”),

and Gust Kepler, (“Kepler”, and, together with REalloys, the “Parties”). Capitalized

terms used in this Agreement but not defined herein shall have the meaning ascribed to such terms in the Option Agreement (defined below).

RECITALS:

WHEREAS,

pursuant to that certain Option Agreement, dated February 24, 2026 between the Parties (the “Option Agreement”),

whereby upon exercise of the Put Right, Kepler is required to transfer all of the shares of Company Series A Stock of REalloys held by

Kepler, which as of the date hereof is 1,084,999 shares (the “REalloys Interests”) in exchange for REalloys

transferring 3,269,998 shares of BXO Preferred Stock of Blackbox.io, Inc., which represents all of the Series A Convertible Preferred

Stock of Blackbox.io, Inc. owned by REalloys (the “Blackbox.io Interests”);

WHEREAS,

on April 28, 2026, Kepler delivered to REalloys a notice exercising his Put Right pursuant to the Option Agreement.

NOW,

THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and subject to and on the terms and conditions

set forth herein, the Parties hereto agree as follows:

AGREEMENT:

1. Delivery

and Exchange of the REalloys Interests and Blackbox.io Interests. Subject to and expressly contingent upon the acceptance by

Securities Transfer Corporation of the Transfer Instruction Letter set forth in Exhibit A and as provided in the

Option Agreement, effective as of the Effective Date: (i) Kepler hereby transfers all right, title and interest in and to the

REalloys Interests to REalloys and REalloys hereby acquires from Kepler the REalloys Interests, free and clear of all encumbrances

and (ii) REalloys hereby transfers all right, title and interest in and to the Blackbox.io Interests to Kepler and Kepler hereby

acquires from REalloys the Blackbox.io Interests, free and clear of all encumbrances.

2. Representations

and Warranties of Kepler. Kepler represents and warrants to REalloys that (A) Kepler has full right, title, and interest in and

to the REalloys Interests, (B) Kepler has all the necessary power and authority and has taken all necessary action to transfer the

REalloys Interests as set forth hereunder and (C) the REalloys Interests are free and clear of any and all mortgages, pledges,

security interests, options, rights of first offer, encumbrances, or other restrictions or limitations of any nature whatsoever

other than those arising as a result of or under the terms of the Option Agreement.

3. Representations

and Warranties of REalloys. REalloys hereby represents and warrants to Kepler that (A) REalloys and Blackbox.io, Inc.,

individually and collectively, have all the necessary power and authority and have taken all necessary action to transfer the

Blackbox.io Interests as set forth hereunder, and (B) the Blackbox.io Interests are hereby transferred free and clear of any

and all mortgages, pledges, security interests, options, rights of first offer, encumbrances, or other restrictions or limitations

of any nature whatsoever other than those arising as a result of or under the terms of the Option Agreement, and such Blackbox.io

Interests are fully paid and non-assessable.

4. Miscellaneous.

(a)

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any

choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). THE STATE AND FEDERAL

COURTS LOCATED IN THE STATE OF TEXAS SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE ARISING UNDER THIS AGREEMENT, AND THE

PARTIES EXPRESSLY HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE THAT SUCH COURTS ARE A CONVENIENT FORUM FOR THE

RESOLUTION OF ANY SUCH DISPUTES.

(b)

From time to time, at the reasonable request of the either Party, the other Party shall execute and deliver, or cause to be executed

and delivered, such documents and instruments and shall take, or cause to be taken, such further or other actions as may be

reasonably necessary to carry out the purposes set forth herein, without any material financial obligation to either

Party.

(d)

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together

shall constitute one and the same instrument. Counterparts transmitted by facsimile or electronic shall be deemed to be

originals.

[The

remainder of this page has been left intentionally blank]

WITNESS WHEREOF, the parties hereto have executed this Agreement.

GUST KEPLER

REALLOYS:

BY:

NAME:

Robert Winspear

TITLE:

Chief Financial Officer

EXHIBIT

Instruction

Letter

(attached)

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

May 05, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 05, 2026

Entity File Number

001-41051

Entity Registrant Name

REALLOYS INC.

Entity Central Index Key

0001567900

Entity Tax Identification Number

45-3598066

Entity Incorporation, State or Country Code

Entity Address, Address Line One

7280 W. Palmetto Park Rd.,

Entity Address, Address Line Two

Suite 302N

Entity Address, City or Town

Boca Raton

Entity Address, State or Province

Entity Address, Postal Zip Code

33433

City Area Code

972

Local Phone Number

726-9203

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

ALOY

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration