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NASDAQ: ALOY REALLOYS INC. 8-K

REalloys prices $50M equity offering of 2.7M shares at $18.50, ~15% dilution

Filed March 9, 2026 · Period ending March 5, 2026 · ~1 min read

3 key changes 1 high relevance 4 sections

Key Changes

  • high

    Company sold 2,702,702 shares at $18.50/share in underwritten offering, raising ~$50M gross proceeds before fees for working capital and general corporate purposes.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Underwriters paid $17.39/share for 2.35M shares they sourced and $18.22/share for 354K shares company sourced; received 30-day option to buy 397K additional shares.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Company agreed to 60-day lockup preventing additional equity issuance without underwriter consent, plus granted Clear Street 180-day right to participate in future financings.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

REalloys completed a $50 million equity raise by selling 2.7 million shares at $18.50 each, representing approximately 15% dilution to existing shareholders. The company will use proceeds for working capital and general corporate purposes—no specific projects or capital allocation was disclosed. The underwriting structure included tiered pricing: underwriters paid $17.39 per share for investor leads they generated versus $18.22 for company-sourced buyers, netting the company different amounts depending on deal flow source.

The financing includes standard post-offering restrictions: a 60-day lockup preventing the company from issuing additional equity without underwriter approval, and a 180-day right of first refusal giving Clear Street preferential access to participate in any future equity, debt, or restructuring transactions through approximately $0.001 September 2026. The offering closed March 9, 2026 under an existing shelf registration from February 2025, allowing relatively quick market access. For a company describing itself as "mine-to-magnet rare earth," the generic use of proceeds suggests the capital addresses near-term liquidity needs rather than funding a specific expansion or development milestone.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~700 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

3 Added
Added Equity offering underwriting agreement high

Added in current filing · verify on EDGAR →

On March 5, 2026, REalloys Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Clear Street LLC (the “Representative”), as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 2,702,702 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). The public offering price per Share was $18.50 and the Underwriters purchased the Shares pursuant to the Underwriting Agreement at a price per Share of (i) $17.39 in connection with 2,349,037 Shares sold to investors sourced by the Underwriters and (ii) $18.2225 for 353,665 Shares sold to investors sourced by the Company.

The company entered into an underwriting agreement to sell 2,702,702 shares at $18.50 per share to the public. The underwriters paid different prices depending on who sourced the investors: $17.39 per share for underwriter-sourced investors (2,349,037 shares) and $18.2225 per share for company-sourced investors (353,665 shares). The underwriters also received a 30-day option to purchase up to 396,963 additional shares on the same terms.

Added 60-day lockup restriction medium

Added in current filing · verify on EDGAR →

The Underwriting Agreement additionally contains customary representations, warranties and covenants made by the Company, including an agreement by the Company that the Company may not, without the prior written consent of the Representative, assign, transfer, pledge, contract to sell, establish an open “put equivalent position”, or otherwise dispose of, or announce the offering of, or submit or file any registration statement, prospectus or prospectus supplement in respect of, any Shares, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock until 60 days following the date of the Underwriting Agreement, subject to certain exceptions.

The company agreed to a 60-day lockup period starting March 5, 2026, during which it cannot sell, transfer, or announce offerings of common stock or securities convertible into common stock without the underwriter's consent, subject to certain exceptions. This restriction helps stabilize the stock price following the offering.

Added 180-day right of first refusal to underwriter medium

Added in current filing · verify on EDGAR →

In addition, the Company granted Clear Street LLC the right to participate with respect to any of the Company’s public or private offering of equity, equity-linked or debt securities, a debt or debt-like financing, or a restructuring transaction, for a period of 180 days after closing of the Offering.

The company granted Clear Street LLC a 180-day right to participate in any future equity, debt, or restructuring transactions following the offering's close (expected March 9, 2026). This gives the underwriter preferential access to future financing opportunities through approximately $0.001 September 2026.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Company announced launch and pricing of a securities offering via press releases on March 5-6, 2026.

1 Added
Added Securities offering announcement medium

Added in current filing · verify on EDGAR →

On March 5, 2026, the Company issued a press release announcing the launch of the Offering. On March 6, 2026, the Company issued a press release announcing the pricing of the Offering.

The company disclosed that it launched a securities offering on March 5, 2026 and announced pricing terms on March 6, 2026. The 8-K does not provide details about the offering size, security type, pricing terms, or use of proceeds — those details would be in the attached press releases (Exhibits 99.1 and 99.2), which are not included in this filing body.

Event · Exhibit 99.1

4 Added
Added Proposed public offering of common stock high

Added in current filing · view on EDGAR →

REalloys Inc. (NASDAQ: ALOY) (the “Company” or “REalloys”), a U.S.-based mine-to-magnet rare earth company, today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. In addition, the Company intends to grant the underwriters a 30-day option to purchase additional shares of common stock. All of the shares of common stock in the offering are to be offered by the Company. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the offering.

The company announced its intention to conduct an underwritten public offering of common stock, with a 30-day greenshoe option for underwriters to purchase additional shares. The offering size, pricing, and timing are not yet determined and remain subject to market conditions. This is a dilutive capital raise that will increase shares outstanding if completed.

Added Use of proceeds medium

Added in current filing · view on EDGAR →

The Company expects to use the net proceeds of the proposed offering for working capital and for general corporate purposes.

The company disclosed that net proceeds from the offering will be used for working capital and general corporate purposes. No specific allocation or capital project was identified, indicating the funds will support ongoing operations and provide financial flexibility.

Show 2 minor / wording changes
Added Underwriters for the offering low

Added in current filing · view on EDGAR →

Clear Street is acting as lead book-running manager for the proposed offering.

Needham & Company is acting as joint book-running manager for the proposed offering.

Clear Street will serve as lead book-running manager and Needham & Company as joint book-running manager for the proposed offering. These firms will manage the pricing, marketing, and distribution of the shares.

Added Registration statement details low

Added in current filing · view on EDGAR →

The securities described above will be offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-284626) previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on February 10, 2025.

The offering will be conducted under an existing shelf registration statement that became effective in February 2025. This allows the company to access capital markets relatively quickly without filing a new registration statement for this specific offering.

Event · Exhibit 99.2

3 Added
Added Public offering pricing high

Added in current filing · view on EDGAR →

REalloys Inc. (NASDAQ: ALOY) (the “Company” or “REalloys”), a U.S.-based mine-to-magnet rare earth company, today announced the pricing of its previously announced underwritten public offering of 2,702,702 shares of its common stock at a public offering price of $18.50 per share. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 396,963 shares of common stock. The offering is expected to close on or about March 9, 2026, subject to the satisfaction of customary closing conditions.

REalloys priced an upsized public offering of 2,702,702 shares at $18.50 per share, with a 30-day greenshoe option for an additional 396,963 shares. The offering is expected to close March 9, 2026. This represents approximately 15% dilution based on the base offering size (excluding the greenshoe).

Added Offering proceeds and use high

Added in current filing · view on EDGAR →

The gross proceeds from the offering to the Company are expected to be approximately $50 million, before deducting underwriting discounts and other offering expenses and excluding any exercise of the underwriters’ option to purchase additional shares. The Company expects to use the net proceeds of the offering for working capital and general corporate purposes.

The company expects to raise approximately $50 million in gross proceeds before fees and expenses. The net proceeds will be used for working capital and general corporate purposes, with no specific allocation disclosed.

Show 1 minor / wording change
Added Underwriting syndicate low

Added in current filing · view on EDGAR →

Clear Street is acting as lead book-running manager for the offering.

Needham & Company is acting as joint book-running manager for the offering.

Laidlaw & Company (UK) Ltd. and Muriel Siebert & Co., LLC are acting as co-managers for the offering.

Clear Street leads the underwriting syndicate, with Needham & Company as joint book-runner and two co-managers. This is a standard syndicate structure for a $50 million offering.

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