S-3ASR 1 realloyss3asr062726.htm FORM S-3ASR

As filed with the U.S. Securities and Exchange Commission on June 29, 2026

Registration No. 333-     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

REALLOYS INC.

(Exact name of registrant as specified in its charter)

Nevada		3129394
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

7280 W. Palmetto Park Rd.

Suite 302N

Boca Raton, FL 33433

972-726-9203

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Leonard Sternheim

President and Chief Executive Officer

REalloys Inc.

7280 W. Palmetto Park Rd.

Suite 302N

Boca Raton, FL 33433

972-726-9203

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Rick A. Werner, Esq.

Alla Digilova, Esq.

Haynes and Boone, LLP
30 Rockefeller Plaza, 26th Floor
New York, New York 10112
Tel. (212) 659-7300
Fax (212) 884-8234

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

EXPLANATORY NOTE

This registration statement contains:

●

a base prospectus which covers the offering, issuance and sale by the registrant of up to an indeterminate amount of the registrant’s common stock, preferred stock, debt securities, warrants, subscription rights and/or units, and the offering by certain selling stockholders to be identified in a prospectus supplement of shares of the registrant’s common stock; and

●

a resale prospectus covering the resale by the selling stockholders identified therein of up to 7,017,540 shares of the registrant’s common stock.

The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus supplement to the base prospectus. The specific terms of the shares of common stock to be offered for resale by the selling stockholders are specified in the resale prospectus that immediately follows the base prospectus.

Prospectus

COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS

SUBSCRIPTION RIGHTS

UNITS

We may offer and sell the securities identified above, and any selling stockholders may offer and sell shares of our common stock, from time to time in one or more offerings.

We will not receive any proceeds from the sale of common stock by any selling stockholders.

Each time we or any selling stockholders offer and sell securities, we or such selling stockholders will provide a prospectus supplement to this prospectus that contains specific information about the offering and, if applicable, the selling stockholders, as well as the amounts, prices and terms of the securities. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.

These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.”

Our common stock, par value $0.001 per share (the “Common Stock”) is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ALOY.” On June 26, 2026, the last reported sale price of our Common Stock was $14.68 per share as reported on Nasdaq. We recommend that you obtain current market quotations for our Common Stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our Common Stock on any securities exchange.

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See the section titled “Prospectus Summary - Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

You should carefully read this prospectus, any prospectus supplement relating to any specific offering of securities, and all information incorporated by reference herein and therein.

Investing in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 4 and in the documents incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 29, 2026.

Table of Contents

		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

	●	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;

	●	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;

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

	●	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 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;

	●	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;

	●	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.

	●	whether shares of our Common Stock or other securities will be offered under the stockholder subscription rights;

	●	the date of determining the stockholders entitled to the subscription rights distribution;

	●	the price, if any, for the subscription rights;

	●	the exercise price payable for each security upon the exercise of the subscription rights;

	●	the number of subscription rights issued to each stockholder;

	●	the number and terms of the securities which may be purchased per each subscription right;

	●	the extent to which the subscription rights are transferable and the date, if any, on and after which the rights may be separately transferred;

	●	any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;

	●	the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;

	●	the conditions to the completion of the offering, if any;

	●	terms relating to the withdrawal, termination or cancellation of the subscription rights, if any;

	●	the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities;

	●	if appropriate, a discussion of material U.S. federal income tax considerations; and

	●	if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights.

	●	the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

	●	any provisions of the governing unit agreement that differ from those described below; and

	●	any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.

	●	to or through underwriters;

	●	through broker-dealers (acting as agent or principal);

	●	through agents;

	●	directly by us to one or more purchasers (including our affiliates and stockholders), through a specific bidding or auction process, a rights offering or otherwise;

	●	through a combination of any such methods of sale; or

	●	through any other methods described in a prospectus supplement or free writing prospectus.

	●	block transactions (which may involve crosses) and transactions on Nasdaq or any other organized market where the securities may be traded;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement or free writing prospectus;

	●	ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;

	●	sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and

	●	sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

The applicable prospectus supplement or free writing prospectus will describe the terms of the offering of the securities, including:

	●	the name or names of any underwriters, dealers or agents, if any;

	●	if applicable, the name or names of any selling stockholders;

	●	the purchase price of the securities and the proceeds to be received by us or the selling stockholders;

	●	any underwriting discounts and other items constituting underwriters’ compensation;

	●	any discounts or concessions allowed or re-allowed or paid to dealers; and

	●	any securities exchange or market on which the securities may be listed or traded.