REALLOYS INC.

For the period ended Mar 31, 2026. Filed May 20, 2026.

About 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, 2026 · Filed May 20, 2026

ALOY$6.85+11.8%Stored close · as of Nov 9, 2026

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Contents

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	As of
	March 31, 2026	December 31, 2025
	(unaudited)	(audited)
ASSETS
Current assets:
Cash	$42,548	$2,824
Restricted cash	7,500	-
Accounts receivable, net of allowance for credit losses of $0	1,253	730
Inventory	3	-
Prepaid expenses	19,794	34,987
Project deposits	2,400	-
Total current assets	73,498	38,541
Non-current assets:
Goodwill	2,077	2,077
Intangible assets, net	1,257	1,316
Mineral Properties	50,532	50,532
Machinery and equipment, net	306	321
Operating lease right-of-use asset, net	789	602
Investments	2,000	-
Total non-current assets	56,961	54,848
Total assets	130,458	93,389
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	5,004	3,433
Deposit Liability	7,500	-
Accrued expenses, related party	700	610
Unearned subscriptions	630	-
Current portion of operating lease liabilities	278	2
Other notes payable	317	-
Note payable, related party	144	94
SAFE liability, related party	-	1,320
SAFE liability	-	1,695
Total current liabilities	14,573	7,154
Non-current liabilities:
Contingent consideration	-	34,561
Deferred tax liability	13,644	13,644
Long-term debt	154	154
Long-term operating lease liabilities	518	536
Total non-current liabilities	14,316	48,895
Total liabilities	28,890	56,049
Mezzanine equity
Series C redeemable preferred stock, $0.001 par value; 15,000 shares authorized, 0 and 684 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	-	1,506
Stockholders’ equity
Series A preferred stock, $0.001 par value; 3,269,998 shares authorized, 3,269,998 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	3	-
Common stock, $0.001 par value, 350,000,000 shares authorized, 61,214,537 and 49,293,557 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	60	12
Additional paid in capital	289,348	116,946
Accumulated deficit	(187,843)	(81,125)
Total Stockholders’ equity	101,568	35,834
Total liabilities and Stockholders’ equity	$130,458	$93,389

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. Share and per share amounts have been retroactively restated to reflect the 0.4129 exchange ratio applied in the February 24, 2026 reverse recapitalization. Series X Preferred Stock is no longer presented as a separate class of equity in these unaudited condensed consolidated statements of mezzanine equity and stockholders' equity, as all such amounts have been reflected on a retrospective basis consistent with the recapitalization presentation. See Note 4.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

	Three Months Ended March 31,
2026 · 2025
(unaudited) · (unaudited)
Net Revenues	$706	$	-
Operating expenses:
Cost of sales	299	-
Software development costs	34	-
General and administrative	85,402	867
Advertising and marketing	2,541	-
Depreciation and amortization	87	-
Total operating expenses	88,363	867
Loss from operations	(87,657)	(867)
Interest expense	8	91
Change in fair value of contingent consideration	3,439	784
Impairment expense	6,394	-
Accretion of discount on issuance of Series C Preferred Stock	9,220	-
Total other expense	19,061	875
Net loss	(106,718)	(1,742)
Basic and diluted net loss per share	(1.98)	(0.05)
Weighted-average shares used in computation of net loss per share:
Basic and diluted	53,954,052	32,593,867

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit) (Unaudited)

(In thousands, except share data)

Series C Preferred Shares · Series A Preferred Shares · Common Shares
Shares · Amount · Shares · Amount · Shares · Amount · Additional Paid-In Capital · Accumulated Deficit · Total Stockholders' Equity (Deficit)
Balances as of December 31, 2025	2,000	$1,506		-		-		119,383,766	$12	$116,976	$(81,125)	$35,863
Retroactive application of recapitalization	(1,316)	-		-		-		(70,090,209)	37	(37)	-	-
Adjusted balances, as of December 31, 2025	684	1,506		-		-		49,293,557	49	116,939	(81,125)	35,863
Issuance of Preferred Stock for cash	4,442	2,600		3,269,998		3		-	-	-	-	3
Commitment shares issued for cash	-	-		-		-		1,077,353	1	-	-	1
Issuance of Common Stock under SAFE	-	-		-		-		160,606	-	3,015	-	3,015
Common stock issued at Blackboxstocks Inc. merger	-	-		-		-		4,480,437	4	6,230	-	6,234
Conversion of Special Warrants	-	-		-		-		2,093,664	2	37,998	-	38,000
Issuance of Common Stock, net of offering costs	-	-		-		-		2,702,702	3	47,008	-	47,011
Accretion of discount on issuance of Series C preferred stock	-	9,220		-		-		-	-	-	-	-
Conversion of Series C preferred stock	(5,126)	(13,326)		-		-		1,374,018	1	13,325	-	13,326
Exercise of stock options	-	-		-		-		32,200	-	-	-	-
Stock-based compensation expense	-	-		-		-		-	-	64,830	-	64,830
Imputed interest treated as a capital contribution	-	-		-		-		-	-	3	-	3
Net loss — Q1 2026	-	-		-		-		-	-	-	(106,718)	(106,718)
Balances as of March 31, 2026	-	$	-		3,269,998		3	61,214,537	$60	$289,348	$(187,843)	$101,568

Series C Preferred Shares · Series A Preferred Shares · Common Shares
Shares · Amount · Shares · Amount · Shares · Amount · Additional Paid-In Capital · Accumulated Deficit · Total Stockholders' Equity (Deficit)
Balances as of December 31, 2024	-	-			-		-		76,500,000	8		213		(5,449)	(5,228)
Retroactive application of recapitalization	-	-		-		-		(44,913,150)	24	(24)	-		-
Adjusted balances, as of December 31, 2024	-	-		-		-		31,586,850	32	189	(5,449)		(5,228)
Issuance of common stock for acquisition of business	-	-			-		-		5,780,600	6		4,833		-	6
Issuance of preferred stock and common stock for cash	413	-			-		-		2,064,500	2		769		-	771
Issuance of common shares for services	-	-			-		-		1,858,050	-		-		-	-
Imputed interest treated as a capital contribution	-	-			-		-		-	-		91		-	91
Net loss	-	-			-		-		-	-		-		(1,742)	(1,742)
Balances as of March 31, 2025	413	$	-			-		-	41,290,000	$40		$5,882		$(7,191)	$(1,269)

REalloys Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Three Months Ended March 31,
2026 · 2025
Net loss	$(106,718)	$(1,742)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest expense	3	91
Change in operating lease ROU assets	82	-
Depreciation and amortization expense	87	-
Accretion of discount on preferred stock	9,220	-
Stock-based compensation expense	81,771	-
Change in fair value of contingent consideration	3,439	784
Impairment of investment	6,394	-
Change in operating assets and liabilities:
Prepaid expenses	(4,118)	-
Accounts payable and accrued expenses	(169)	516
Accounts receivable	(523)	-
Operating lease liability	(18)	-
Net cash used in operating activities	(10,550)	(352)
Cash flows from investing activities
Cash acquired in reverse recapitalization	398	-
Purchase of fixed assets	(2)	-
Net cash provided by investing activities	396	-
Cash flows from financing activities
Proceeds from notes payable	217	-
Proceeds from notes payable, related party	50	-
Proceeds from SAFE Liability	-	100
Payment of deferred cash consideration	-	(139)
Proceeds from share subscription liability	7,500	-
Proceeds from public offering of common stock	47,011	880
Proceeds from issuance of Series C Preferred Stock	2,600	-
Net cash provided by financing activities	57,378	841
Net increase in cash and restricted cash	47,224	490
Cash and restricted cash, beginning of period	2,824	113
Cash and restricted cash, end of period	50,048	603
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of a business	-	$3,545
SAFE liabilities converted to equity	3,015	$	-
Special Warrants converted to equity	38,000	$	-
Common stock issued	48	$	-
Net assets acquired in recapitalization	6,234	$	-
Conversion of Series C Preferred Stock	13,327	$	-

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.