{"filing":{"accession_number":"0001185185-26-002649","cik":"0001567900","ticker":"ALOY","company_name":"REALLOYS INC.","form":"8-K","filing_date":"2026-06-25","report_date":null,"primary_document":"aloy8k062526.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1567900/000118518526002649/aloy8k062526.htm"},"events":[{"id":13801,"run_id":12259,"accession_number":"0001185185-26-002649","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"REalloys entered into a Securities Purchase Agreement on June 24, 2026, to issue approximately 7,017,540 shares of common stock in a private placement at $14.25 per share, generating approximately $100 million in gross proceeds. The unregistered shares are being sold to accredited investors under Section 4(a)(2) and Regulation D Rule 506(b), with registration rights agreements and lock-up provisions for officers and directors.","company_name":"REALLOYS INC.","ticker":"ALOY","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11052,"accession_number":"0001185185-26-002649","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"REalloys entered into a Securities Purchase Agreement on June 24, 2026, to issue approximately 7,017,540 shares of common stock in a private placement at $14.25 per share, generating approximately $100 million in gross proceeds. This is a classic unregistered equity issuance (PIPE-like transaction) requiring a registration rights agreement for resale. The shares are unregistered under the Securities Act and represent material dilution to existing shareholders, with a 45-day lock-up on further issuances and lock-up agreements from officers and directors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T15:32:46.924728+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11053,"accession_number":"0001185185-26-002649","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"REalloys announced a private placement of common stock for approximately $100 million in gross proceeds under Section 4(a)(2) and Regulation D Rule 506(b), with accredited investors acquiring shares not registered under the Securities Act. This is a classic dilutive unregistered equity issuance material to investors assessing ownership dilution and capital structure, particularly for a smaller reporting company raising substantial capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T15:32:46.924728+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11054,"accession_number":"0001185185-26-002649","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a private placement of common stock for approximately $100 million in gross proceeds with institutional investors. The press release explicitly states the securities \"have not been registered under the Securities Act of 1933\" and are being sold pursuant to an exemption, which is the hallmark of a dilutive unregistered equity issuance. This is a material capital-raising event that would affect shareholder equity and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T15:32:46.924728+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":11052,"accession_number":"0001185185-26-002649","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"REalloys entered into a Securities Purchase Agreement on June 24, 2026, to issue approximately 7,017,540 shares of common stock in a private placement at $14.25 per share, generating approximately $100 million in gross proceeds. This is a classic unregistered equity issuance (PIPE-like transaction) requiring a registration rights agreement for resale. The shares are unregistered under the Securities Act and represent material dilution to existing shareholders, with a 45-day lock-up on further issuances and lock-up agreements from officers and directors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T15:32:46.924728+00:00","company_name":"REALLOYS INC.","ticker":"ALOY","filing_date":"2026-06-25"},{"id":11053,"accession_number":"0001185185-26-002649","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"REalloys announced a private placement of common stock for approximately $100 million in gross proceeds under Section 4(a)(2) and Regulation D Rule 506(b), with accredited investors acquiring shares not registered under the Securities Act. This is a classic dilutive unregistered equity issuance material to investors assessing ownership dilution and capital structure, particularly for a smaller reporting company raising substantial capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T15:32:46.924728+00:00","company_name":"REALLOYS INC.","ticker":"ALOY","filing_date":"2026-06-25"},{"id":11054,"accession_number":"0001185185-26-002649","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a private placement of common stock for approximately $100 million in gross proceeds with institutional investors. The press release explicitly states the securities \"have not been registered under the Securities Act of 1933\" and are being sold pursuant to an exemption, which is the hallmark of a dilutive unregistered equity issuance. This is a material capital-raising event that would affect shareholder equity and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T15:32:46.924728+00:00","company_name":"REALLOYS INC.","ticker":"ALOY","filing_date":"2026-06-25"}]}