REALLOYS INC.

For the period ended Jun 30, 2026. Filed Aug 13, 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.

Jun 30, 2026 · Filed Aug 13, 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
	June 30, 2026	December 31, 2025
	(unaudited)	(audited)
ASSETS
Current assets:
Cash	$122,357	$2,824
Accounts receivable, net of allowance for credit losses of $0	1,894	730
Prepaid expenses	17,230	34,987
Project deposits	12,614	-
Total current assets	154,095	38,541
Non-current assets:
Goodwill	1,923	2,077
Intangible assets, net	1,370	1,316
Mineral Properties	50,532	50,532
Machinery and equipment, net	310	321
Construction in Progress	973	-
Operating lease right-of-use asset, net	569	602
Total non-current assets	55,677	54,848
Total assets	209,772	93,389
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	4,121	3,433
Accrued expenses, related party	790	610
Current portion of operating lease liabilities	68	2
Note payable, related party	44	94
SAFE liability, related party	-	1,320
SAFE liability	-	1,695
Total current liabilities	5,023	7,154
Non-current liabilities:
Contingent consideration	-	34,561
Deferred tax liability	13,644	13,644
Long-term debt	-	154
Long-term operating lease liabilities	501	536
Total non-current liabilities	14,145	48,895
Total liabilities	19,168	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 June 30, 2026 and December 31, 2025, respectively	-	1,506
Stockholders’ equity
Series A preferred stock, $0.001 par value; 1,634,999 shares authorized, 1,634,999 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	1	-
Common stock, $0.001 par value, 350,000,000 shares authorized, 68,782,077 and 49,293,557 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	68	12
Additional paid in capital	415,196	116,946
Accumulated deficit	(224,661)	(81,125)
Total Stockholders’ equity	190,604	35,834
Total liabilities and Stockholders’ equity	$209,772	$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 June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
	(unaudited)	(unaudited)	(unaudited)	(unaudited)
Net Revenues	$804	$440	$1,510	$440
Operating expenses:
Cost of sales	329	219	628	219
Software development costs	34	-	68	-
General and administrative	36,031	1,056	121,432	1,924
Advertising and marketing	1,310	-	3,851	-
Depreciation and amortization	(96)	67	(8)	67
Total operating expenses	37,608	1,342	125,971	2,210
Loss from operations	(36,804)	(902)	(124,461)	(1,770)
- · -
Interest expense	14	94	22	185
Change in fair value of contingent consideration	-	(2,096)	3,439	(1,312)
Deferred cash consideration late payment penalties	-	3,300	-	3,300
Impairment expense	-	-	6,394	-
Accretion of discount on issuance of Series C Preferred Stock	-	-	9,220	-
Total other expense	14	1,298	19,075	2,173
Net loss	(36,818)	(2,200)	(143,536)	(3,943)
Basic and diluted net loss per share	(0.59)	(0.05)	(2.49)	(0.11)
Weighted-average shares used in computation of net loss per share:
Basic and diluted	62,142,617	41,290,000	57,704,321	36,965,956

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
Issuance of common stock, net of offering costs	-	-	-	-	7,017,540	7	95,393	-	95,400
Conversion of Series A preferred stock	-	-	(550,000)	(1)	550,000	1	-	-	-

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)
Reacquisition and cancellation of Series A preferred stock	-	-		(1,084,999)		(1)		-	-	55	-	54
Stock-based compensation expense	-	-		-		-		-	-	30,398	-	30,398
Exercise of stock options	-	-		-		-		-	-	-	-	-
Capital contribution for imputed interest	-	-		-		-		-	-	2	-	2
Net loss — Q2 2026	-	-		-		-		-	-	-	(36,818)	(36,818)
Balances, June 30, 2026	-	$	-		1,634,999		1	68,782,077	$68	$415,196	$(224,661)	$190,604

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)
Imputed interest treated as a capital contribution	-	-		-		-		-	-	91	-	91
Net loss	-	-		-		-		-	-	-	(2,200)	(2,200)
Balances, June 30, 2025	413	$	-		-		-	41,290,000	$40	$5,973	$(9,391)	$(3,378)

REalloys Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Six Months Ended June 30,
2026 · 2025
(unaudited) · (unaudited)
Net loss	$(143,536)	$(3,943)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest expense	5	181
Change in operating lease ROU assets	99	16
Depreciation and amortization expense	(8)	67
Accretion of discount on preferred stock	9,220	-
Stock-based compensation expense	113,860	-
Deferred cash consideration penalty	-	3,300
Change in fair value of contingent consideration	3,439	(1,312)
Impairment of investment	6,394	817
Change in operating assets and liabilities:
Prepaid expenses	(6,091)	-
Accounts payable and accrued expenses	206	532
Unearned subscriptions	(108)	-
Accounts receivable	(1,165)	(344)
Operating lease liability & Other	(35)	(16)
Net cash used in operating activities	(17,720)	(702)
Cash flows from investing activities
Cash acquired in reverse recapitalization, net of deconsolidation	330	-
Capital deposits and construction in progress	(8,370)
Purchase of machinery and equipment	(24)	(10)
Net cash provided by investing activities	(8,064)	(10)
Cash flows from financing activities
Proceeds from notes payable	-	140
Proceeds from notes payable, related party	195	-
Proceeds from SAFE Liability	-	195
Payment of deferred cash consideration	-	(139)
Proceeds from issuance of Series C Preferred Stock	2,600	-
Proceeds from issuance of common stock	142,522	881
Net cash provided by financing activities	145,317	1,077
Net increase in cash and restricted cash	119,533	365
Cash and restricted cash, beginning of period	2,824	113
Cash and restricted cash, end of period	122,357	478
Supplemental cash flow information:
Cash paid for interest	-	-
Cash paid for income tax	-	-
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	$	-
Net assets acquired in recapitalization, net of deconsolidation	6,228	$	-
Conversion of Series C Preferred Stock	13,326	$	-
Issuance of common shares for services	$10,880	$	-

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.