424B7 1 realloys424b7090126.htm FORM 424B7

Filed Pursuant to Rule 424(b)(7)

Registration Number 333-297127

PROSPECTUS SUPPLEMENT

(to Prospectus dated June 29, 2026)

616,854 Shares of Common Stock

This prospectus supplement (this “Prospectus Supplement”) supplements the prospectus dated June 29, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-3ASR (Registration No. 333-297127) (the “Registration Statement”). This Prospectus Supplement relates to the offer and sale from time to time of up to 616,854 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of REalloys Inc. (the “Company,” “we,” “us” or “our”) by the selling stockholders identified in this Prospectus Supplement (the “Selling Stockholders”). The Shares were issued to the Selling Stockholders as compensation pursuant to several consulting agreements entered into between the Company and the Selling Stockholders (the “Consulting Agreements”), which were approved by the Company’s Board of Directors. The Shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

We will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders.

The registration of the Shares covered by this Prospectus Supplement does not mean that any of the Selling Stockholders will offer or sell any of the Shares.

Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ALOY.” On September 2, 2026, the last reported sale price of our Common Stock on Nasdaq was $10.21 per share. We recommend that you obtain current market quotations for our Common Stock prior to making an investment decision.

You should carefully read this Prospectus Supplement and the accompanying Prospectus, as well as the documents incorporated by reference herein and therein, before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-2 of this Prospectus Supplement and beginning on page 4 of the accompanying Prospectus and in the documents incorporated by reference herein and therein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is September 3, 2026.

Table of Contents

Prospectus Supplement

		Page
About This Prospectus Supplement		S-ii
Cautionary Statement Regarding Forward-Looking Statements		S-iii
Prospectus Supplement Summary		S-1
Risk Factors		S-2
Use of Proceeds		S-3
Selling Stockholders		S-4
Plan of Distribution		S-5
Legal Matters		S-6
Experts		S-7
Where You Can Find More Information		S-8
Incorporation of Documents by Reference		S-9

Prospectus

		Page
About This Prospectus		ii
Cautionary Statement Regarding Forward-Looking Statements		iii
Prospectus Summary		1
Risk Factors		4
Use of Proceeds		5
Description of Capital Stock		6
Description of Debt Securities		9
Description of Warrants		14
Description of Subscription Rights		15
Description of Units		16
Selling Stockholders		17
Plan of Distribution		18
Legal Matters		20
Experts		21
Where You Can Find More Information		22
Incorporation of Documents by Reference		23

S-i

	●	our ability to obtain, maintain and protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on our proprietary rights;

	●	our ability to maintain compliance with the continued listing requirements of Nasdaq;

Name of Selling Stockholder	Number of shares of Common Stock owned prior to offering		Maximum number of shares of Common Stock to be sold pursuant to this Prospectus Supplement		Number of shares of Common Stock owned after offering		Percentage of Common Stock owned after offering
Carlo Carello		100,000		100,000		-
Castra Holdings Ltd.		100,000		100,000		-
Christian Aramayo		62,578		62,578		-
CJN Accelerator Ltd.		19,762		19,762		-
David Tomlin		103,225		103,225		-
Huntsky Capital Inc.		200,000		200,000		-
Moneta Advisory Partners, LLC		31,289		31,289		-

	●	our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 23, 2026;

	●	our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, filed with the SEC on May 20, 2026 and August 13, 2026, respectively;

	●	our Current Reports on Form 8-K filed with the SEC on February 3, 2026; February 25, 2026 (as amended by our Current Report on Form 8-K/A filed on May 12, 2026); March 9, 2026; April 20, 2026; May 6, 2026; May 12, 2026; June 25, 2026; June 26, 2026; June 30, 2026; and August 13, 2026; and

	●	the sections entitled “Information About REalloys – Business Overview,” “Information About REalloys – REalloys Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risks Related to REalloys’ Business and Industry,” “Risks Related to the Combined Company Following the Merger,” “Risks Related to REalloys’ Legal, Compliance, and Regulations” and “Risks Related to REalloys’ Financial Condition, Indebtedness and Securities” of our joint proxy and consent solicitation statement/prospectus, filed with the SEC on January 16, 2026.

	●	reduced disclosure about our executive compensation arrangements;

	●	no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; and

	●	the title and stated value of the series of preferred stock and the number of shares constituting that series;

	●	the number of shares of the series of preferred stock offered, the liquidation preference per share and the offering price of the shares of preferred stock;

	●	the dividend rate(s), period(s) and/or payment date(s) or the method(s) of calculation for those values relating to the shares of Preferred Stock of the series;

	●	the date from which dividends on shares of preferred stock of the series shall cumulate, if applicable;

	●	our right, if any, to defer payment of dividends and the maximum length of any such deferral period;

	●	the procedures for any auction and remarketing, if any, for shares of preferred stock of the series;

	●	any listing of the series of shares of preferred stock on any securities exchange;

	●	the terms and conditions, if applicable, upon which shares of preferred stock of the series will be convertible into shares of preferred stock of another series or our Common Stock, including the conversion price, or manner of calculating the conversion price;

	●	whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted;

	●	restrictions on transfer, sale or other assignment, if any;

	●	whether interests in shares of preferred stock of the series will be represented by global securities;

	●	any other specific terms, preferences, rights, limitations or restrictions of the series of shares of preferred stock;

	●	a discussion of any material United States federal income tax consequences of owning or disposing of the shares of Preferred Stock of the series;

	●	the relative ranking and preferences of shares of preferred stock of the series as to dividend rights and rights upon liquidation, dissolution or winding up of the Company; and

	●	the title or designation;

	●	the aggregate principal amount and any limit on the amount that may be issued;

	●	the currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency or units in which principal or interest or both will or may be payable;

	●	whether we will issue the series of debt securities in global form, the terms of any global securities and who the depositary will be;

	●	the maturity date and the date or dates on which principal will be payable;

	●	the interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the date or dates interest will be payable and the record dates for interest payment dates or the method for determining such dates;

	●	whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

	●	the terms of the subordination of any series of subordinated debt;

	●	the place or places where payments will be payable;

	●	our right, if any, to defer payment of interest and the maximum length of any such deferral period;

	●	the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional redemption provisions;

	●	the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities;

	●	whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;

	●	whether we will be restricted from incurring any additional indebtedness;

	●	a discussion of any material or special U.S. federal income tax considerations applicable to a series of debt securities;

	●	the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; and

	●	any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities

	●	if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred;

	●	if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;

	●	if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and

	●	if specified events of bankruptcy, insolvency or reorganization occur as to us.

	●	the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series;

	●	the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and

	●	the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer.

	●	to fix any ambiguity, defect or inconsistency in the indenture; and

	●	to change anything that does not materially adversely affect the interests of any holder of debt securities of any series issued pursuant to such indenture.

	●	extending the fixed maturity of the series of debt securities;

	●	reducing the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon the redemption of any debt securities;

	●	reducing the principal amount of discount securities payable upon acceleration of maturity;

	●	making the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; or

	●	reducing the percentage of debt securities, the holders of which are required to consent to any amendment or waiver.

	●	the transfer or exchange of debt securities of the series;

	●	replace stolen, lost or mutilated debt securities of the series;

	●	maintain paying agencies;

	●	hold monies for payment in trust;

	●	compensate and indemnify the trustee; and

	●	appoint any successor trustee.

	●	issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

	●	register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

	●	the title of the warrants;

	●	the initial offering price;

	●	the aggregate number of warrants and the aggregate number of shares of Common Stock or preferred stock purchasable upon exercise of the warrants;

	●	if applicable, the designation and terms of the equity securities with which the warrants are issued, and the number of warrants issued with each equity security;

	●	the date on which the right to exercise the warrants will commence and the date on which the right will expire;

	●	if applicable, the minimum or maximum number of the warrants that may be exercised at any one time;

	●	anti-dilution provisions of the warrants, if any;

	●	redemption or call provisions, if any, applicable to the warrants;

	●	any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and

	●	the exercise price. Holders of warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the warrants. Until any warrants to purchase Common Stock or preferred stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or preferred stock that can be purchased upon exercise.