REALLOYS INC.
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001437749-24-035252
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001437749-25-017091
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 8 previous paragraphs and 10 current paragraphs.
7 unchanged; 0 reworded; 3 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
On February 4, 2025 the Company issued 15,000 shares of Common Stock to a Arin Funding LLC in exchange for amending the terms of a merchant cash advance agreement. The shares were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder.
Current report
On April 3, 2025 and April 26, 2025 the Company issued 10,000 shares of its Common Stock to Eadwacer Holdings LLC, a consultant, for services rendered in connection with the planned Merger with REalloys. The shares were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder.
Current report
On April 30, 2025 the Company issued a Senior Convertible Debenture Due the Earlier of the Trigger Date and January 17, 2026 in the principal amount of up to $184,000 (the “Placement Agent Debenture,”) to Palladium Capital Group, LLC (“Palladium”) pursuant to the terms of a Placement Agent Agreement with Palladium dated January 10, 2025. The aggregate principal amount and accrued interest of the Placement Agent Debenture is convertible into Company Common Stock at a conversion price, which is 175% of the closing price of the Company’s common stock (as quoted by the Nasdaq Stock Market, LLC) on the trading day immediately prior to the date of the instrument with a minimum price of $5.00 per share. Furthermore, upon consummation of the pending REalloys Merger, the Company may elect to (i) pay to the holder in cash the entire principal amount of the Placement Agent Debenture then outstanding, together with all accrued and unpaid interest thereon, the Exit Fee (as defined in the Placement Agent Debenture) and any other amounts due thereunder, or (ii) issue to the holder such number of shares of Series C Stock of the Company for aggregate stated value equal to (x) 3.0 multiplied by (y) the entire principal amount of the Placement Agent Debenture then outstanding, together with all accrued and unpaid interest thereon, the Exit Fee (as defined in the Placement Agent Debenture) and other amounts due thereunder. The Placement Agent Debenture to be issued under the Placement Agent Agreement was issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder.