424B5 1 realloys424b5030426.htm FORM 424B5

Filed pursuant to Rule 424(b)(5)
Registration No. 333-284626

The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated March 5, 2026

PROSPECTUS SUPPLEMENT

(To the Prospectus dated February 10, 2025)

Common Stock

We are offering shares of our common stock, par value $0.001 per share (the “Common Stock”). We refer to the sale of the Common Stock as the “Offering.”

Our Common Stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ALOY.” On March 4, 2026, the last reported sales price of our Common Stock on Nasdaq was $25.88 per share.

Investing in our securities involves risks. You should read carefully and consider “Risk Factors” included in this prospectus supplement on page S-4 and in our accompanying prospectus beginning on page 5 and in the documents and information that are incorporated by reference into this prospectus supplement and the accompanying prospectus before investing in our securities.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$

(1)

The underwriting discount is calculated using an average weighted sum of $ per Share for investors sourced by the underwriters ( Shares) and $ per Share for investors sourced by us ( Shares). We refer you to “Underwriting” beginning on page S-10 of this prospectus supplement for additional information regarding total underwriting compensation.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional shares of our Common Stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ million, and the total proceeds to us, before expenses, will be $ million. See “Underwriting” for more information.

Delivery of the shares of the Common Stock will be made on or about March , 2026.

Joint Book-Running Managers

Clear Street Needham & Company

The date of this prospectus supplement is March , 2026.

TABLE OF CONTENTS

		Page

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		S-iii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-3
RISK FACTORS		S-4
USE OF PROCEEDS		S-6
CAPITALIZATION		S-7
DIVIDEND POLICY		S-8
DESCRIPTION OF THE COMMON STOCK		S-8
DILUTION		S-9
UNDERWRITING		S-10
VALIDITY OF THE SECURITIES		S-15
EXPERTS		S-15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-16

		Page

PROSPECTUS

About this Prospectus		1
Cautionary Note Regarding Forward-Looking Statements		2
Prospectus Summary		3
Risk Factors		5
Description of the Securities that may be Offered		6
Use of Proceeds		10
Plan of Distribution		11
Legal Matters		14
Experts		15
Incorporation of Certain Information by Reference		16
Where You Can Find More Information		17

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;

Issuer		REalloys Inc.

Common stock offered by us		shares of Common Stock.

Option to purchase additional shares of common stock		We have granted the underwriters an option to purchase up to an additional shares of our Common Stock at the offering price from us within 30 days of the date of this prospectus supplement.

Common stock outstanding prior to the Offering⁽¹⁾		57,128,001 shares of Common Stock.

Common stock outstanding after this Offering		shares of Common Stock (or shares if the underwriters exercise their option to purchase additional shares of our Common Stock in full).

Use of proceeds		We expect the net proceeds from this Offering will be approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional shares of our Common Stock in full) after deducting the underwriting discounts and commissions, as described in “Underwriting,” and estimated Offering expenses payable by us. We intend to use the net proceeds from this Offering for working capital and for general corporate purposes. See “Use of Proceeds” on page S-6 of this prospectus supplement.

Nasdaq symbol		Our Common Stock is listed on Nasdaq under the symbol “ALOY”.

	●	5,126 shares of Series C Preferred Stock, convertible into 1,372,542 shares of Common Stock at a conversion price of $11.205 per share;

	●	3,269,998 shares of Series A Convertible Preferred Stock, which are currently convertible into 654,000 shares of Common Stock;

	●	Warrants to purchase up to 100,245 shares of our Common Stock at a weighted average exercise price of $13.19 per share;

		Stock options to purchase up to 91,375 shares of Common Stock at a weighted average exercise price of $9.73 per share;

	●	on a pro forma basis to give effect to the exchange of securities in the Merger and the Concurrent Private Placement and receipt by us of aggregate net proceeds of $2.8 million, and $0.2 million in amended and restated senior secured convertible debenture having an aggregate principal amount of up to $2,300,000, in each case, subsequent to December 31, 2025 (collectively, the “Pro Forma Adjustments”), our pro forma net tangible book value was $137.1 million, or $2.41 per share; and

	●	on a pro forma as adjusted basis to give effect to the sale by us of shares of Common Stock in this Offering at the public offering price of $ per share, and after deducting underwriting discounts and commissions, and other estimated Offering expenses payable by us of approximately $ .

				As of December 31, 2025
	Actual			Pro Forma			Pro Forma As Adjusted
				(in thousands of U.S. dollars, except share data)
Cash and cash equivalents	$	39		$	3,059

Debt:
Senior Secured convertible debenture		252			(0	)
Convertible note payable		164			164
Other note payable		100			100

Total debt		516			264

Series C Convertible preferred stock					15,345

Stockholders Equity:
Preferred stock (undesignated), $0.001 par value, 2,600,000 shares authorized; no shares issued and outstanding at December 31, 2025		-			-
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 3,269,998 issued and outstanding at December 31, 2025		3			3
Series B Convertible Preferred Stock, $0.001 par value, 2,400,000 shares authorized; no shares issued and outstanding at December 31, 2025		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized: 4,309,652 issued and outstanding at December 31, 2025		4			55
Additional paid-in capital		33,034			282,557
Accumulated deficit		(27,382	)		(145,477	)

Total stockholders’ equity	$	5,659		$	137,138

Total capitalization	$	5,698		$	140,197

	●	3,269,998 shares of Series A Convertible Preferred Stock, convertible into 654,000 shares of Common Stock;

	●	Warrants to purchase up to 100,245 shares of our Common Stock at a weighted average exercise price of $13.19 per share;

	●	Stock options to purchase up to 132,625 shares of Common Stock at a weighted average exercise price of $9.55 per share;

Public offering price per share of Common Stock	$
Net tangible book value per share as of December 31, 2025	$	1.31
Increase in pro forma net tangible book value per share attributable to the Pro Forma Adjustments	$	1.10
Pro forma net tangible book value per share as of December 31, 2025	$	2.41
Increase in pro forma as adjusted net tangible book value per share attributable to this Offering
Pro forma as adjusted net tangible book value per share as of December 31, 2025, after this Offering
Dilution per share to new investors in this Offering	$

	●	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 Business and Industry,” “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 prospectus, filed with the SEC on January 16, 2026;

	●	the audited consolidated financial statements of Private REalloys as of and for the period May 20, 2024 (date of inception) through December 31, 2024, and the related notes thereto, as included in our joint proxy and consent solicitation prospectus, filed with the SEC on January 16, 2026;

	●	the unaudited condensed consolidated financial statements of Private REalloys as of and for the period ended September 30, 2025, and the related notes thereto, as included in our joint proxy and consent solicitation prospectus, filed with the SEC on January 16, 2026;

	●	our unaudited pro forma condensed combined financial statements and the related notes thereto, included in our joint proxy and consent solicitation prospectus, filed with the SEC on January 16, 2026;

	●	our Current Reports on Form 8-K, filed with the SEC on February 3, 2026, February 3, 2026, and February 25, 2026; and

	●	actual or anticipated variations in our operating results;

	●	changes in our cash flows from operations or earnings;

	●	additions or departures of key management personnel;

	●	actions by significant stockholders;

	●	speculation in the press or investment community;

	●	the passage of legislation or other regulatory developments that adversely affect us or our industry;

	●	the realization of any of the other risk factors included in, or incorporated by reference to, this prospectus or the accompanying prospectus supplement;

	●	general market and economic conditions; and

	●	the effect of a potential "short squeeze" due to a sudden increase in demand for our common stock.

		Number of Shares
Clear Street LLC
Needham & Company, LLC
Total

	●	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;

	●	the provision for redemption or repurchase, if applicable, of 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;

	●	voting rights, if any, of the Preferred Stock;

	●	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

	●	any limitations on issuance of any series of shares of Preferred Stock ranking senior to or on a parity with the series of shares of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the Company.

	●	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.

	●	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, brokers or dealers;

	●	directly to one or more other purchasers;

	●	through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

	●	through agents on a best-efforts basis;

	●	in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on the Nasdaq Capital Market or sales made through a market maker other than on an exchange or other similar offerings through sales agents; or

	●	otherwise through any other method permitted by applicable law or a combination of any of the above methods of sale.

	●	enter into transactions involving short sales of the shares of common stock by underwriters, brokers or dealers;

	●	sell shares of common stock short and deliver the shares to close out short positions;

	●	enter into option or other types of transactions that require the delivery of shares of common stock to an underwriter, broker or dealer, who will then resell or transfer the shares of common stock under this prospectus; or

	●	loan or pledge the shares of common stock to an underwriter, broker or dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.

	●	the purchase price of the securities and the proceeds we will receive from the sale of the securities;

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

	●	any public offering or purchase price and any discounts or commissions allowed or re-allowed or paid to dealers;

	●	any commissions allowed or paid to agents;

	●	any other offering expenses;

	●	any securities exchanges on which the securities may be listed;

	●	the method of distribution of the securities;

	●	the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers; and

	●	any other information we think is important.

	●	at a fixed price or prices, which may be changed;

	●	at market prices prevailing at the time of sale;

	●	at prices related to such prevailing market prices;

	●	at varying prices determined at the time of sale; or

	●	at negotiated prices.

	●	in transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

	●	in transactions in the over-the-counter market;

	●	in block transactions in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;

	●	through the writing of options; or

	●	through other types of transactions.

	●	Our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024;

	●	Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 filed with the SEC on May 15, 2024, August 15, 2024 and November 14, 2024, respectively, and that certain Amendment No. 1 to Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed on October 16, 2024;

	●	Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2024, April 22, 2024, May 10, 2024, July 3, 2024, October 9, 2024, December 13, 2024, December 26, 2024, January 7, 2025, January 16, 2025, January 17, 2025, January 22, 2025 and January 27, 2025; and

	●	Our Definitive Proxy Statement on Schedule 14A filed with the SEC on December 13, 2024, Amendment No. 1 to Schedule 14A filed with the SEC on December 27, 2024 and the Proxy Statement Supplement filed with the SEC on January 8, 2025.

SEC Form 424B5 filed by REalloys Inc.