of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Chief Financial Officer — Robert Winspear: Robert Winspear resigned as Chief Financial Officer and was replaced by Craig Cunningham.

Entry into a Material Definitive Agreement. Securities Purchase Agreement As previously reported, on June 24, 2026, REalloys Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional and accredited investors (the “ Purchasers ”) for the issuance and sale, in a private placement (the “ Offering ”), of an aggregate of 7,017,540 shares (the “ Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”…

The Shares were issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as a transaction not involving any public offering. Each Purchaser represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D and that it was acquiring the securities for its own account and…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On June 24, 2026, REalloys Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Purchasers ”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Purchasers, in a private placement (the “ Offering ”), an aggregate of approximately 7,017,540 shares (the “ Shares ”) of the Company’s common stock, par value $0.…

The Shares were offered and sold (or will be issued) in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as transactions not involving any public offering. Each Purchaser represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, and that it was acquir…

Entry into a Material Definitive Agreement. On May 18, 2026, REalloys Inc. (the “ Company ”) entered into that certain Rare Earth Product Offtake Agreement (the “ Agreement ”) with Critical Metals Corp, a company organized under the laws of the British Virgin Islands (“ Critical Metals ”), effective as of May 15, 2026 (the “ Effective Date ”). The Agreement provides for the supply by Critical Metals, through its affiliate Tanbreez Mining Greenland A/S (“ Tanbreez Mining ”), of eudialyte-deriv…

Entry into a Material Definitive Agreement. On May 5, 2026, REalloys Inc. (the “ Company ”) entered into an option exercise agreement with Gust Kepler (the “ Option Exercise Agreement ” and such exercise, the “ Option Exercise ”). Previously, on February 24, 2026, pursuant to that certain Option Agreement, dated as of February 24, 2026 (the “ Option Agreement ”), upon exercise of the Put Right (as defined therein), Mr. Kepler was required to transfer an aggregate of 1,084,999 shares of Compan…

Changes in Registrant ’ s Certifying Accountant (a) Dismissal of Independent Registered Public Accounting Firm On April 17, 2026, REalloys Inc. (the “Company”) dismissed Victor Mokuolo CPA PLLC (“VMCPA”) as its independent registered public accounting firm. The- dismissal of VMCPA was approved by the Company’s audit committee. For the years ended December 31, 2025 and 2024, the audit reports of VMCPA did not contain an adverse, disclaimer of, or qualified opinion and were not qualified or mod…

Entry into a Material Definitive Agreement. 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 offeri…

Unregistered Sale of Equity Securities. As previously reported, on March 6, 2025, Private REalloys entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Private Placement Investor ”), pursuant to which Private REalloys agreed to issue and sell (i) an aggregate of 5,000 shares of Private REalloys Series X Preferred Stock, par value $0.0001 per share (the “ Series X Preferred Stock ”), with a stated value of $1,000 per share, with…

Change in Control of Registrant. The information set forth in

Completion of Acquisition or Disposition of Assets. As previously disclosed, on March 10, 2025, REalloys Inc .(formerly known as Blackboxstocks Inc., “ Blackboxstocks ”; “ REalloys ” or the “ Company ”) and its wholly owned subsidiary, RABLBX Merger Sub, Inc., (“ RABLBX ”), entered into an Agreement and Plan of Merger, as amended by that certain Amendment No. 1 (“ Amendment No. 1 ”), dated as of July 1, 2025, Amendment No. 2 (“ Amendment No. 2 ”), dated as of August 22, 2025, and Amendment No…

Entry into a Material Definitive Agreement. Indemnification Agreements In connection with the Merger, on the Closing Date, the Company entered into indemnification agreements (each, an “ Indemnification Agreement ” and collectively, the “ Indemnification Agreements ”) with each of its directors and executive officers. The Indemnification Agreements provide for indemnification and advancement by the Company of certain expenses and costs relating to claims, suits, or proceedings arising from se…

All executive officers and board members resigned as part of the Merger Agreement.

Material Modifications to Rights of Security Holders. Series C Certificate of Designations On February 24, 2026, in connection with the Merger, the Company filed the Certificate of Designations of the Series C Preferred Stock (the “ Series C Certificate of Designations ”) with the Secretary of State of the State of Nevada. The material terms of the Certificate of Designations are discussed in the Proxy Statement/Prospectus in the sections titled “ Description of Combined Company Securities –…

Entry into a Material Definitive Agreement. Third Amendment to Merger Agreement As previously reported in the Current Report on Form 8-K dated March 10, 2025, Blackboxstocks Inc., a Nevada corporation (“Blackboxstocks”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub inc., a Nevada corporation and wholly-owned subsidiary of Blackboxstocks (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”), pursuant to which REalloys will merge wit…

Chief Operating Officer — Eric Pharis: Eric Pharis resigned as Chief Operating Officer but will remain with the company as a consultant.

Entry into a Material Definitive Agreement. Second Amendment to Merger Agreement As previously reported in the Current Report on Form 8-K dated March 10, 2025, Blackboxstocks Inc., a Nevada corporation (“Blackboxstocks”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub inc., a Nevada corporation and wholly-owned subsidiary of Blackboxstocks (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”), pursuant to which REalloys will merge wi…

Entry into a Material Definitive Agreement. On July 1, 2025, Blackboxstocks Inc., a Nevada corporation (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P. (“Alexander Capital”). Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock, par value $0.001 per share (the “Shares”), having an aggregat…

Entry into a Material Definitive Agreement. First Amendment to Merger Agreement As previously reported in the Current Report on Form 8-K dated March 10, 2025, Blackboxstocks Inc., a Nevada corporation (“Blackboxstocks”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub inc., a Nevada corporation and wholly-owned subsidiary of Blackboxstocks (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”), pursuant to which REalloys will merge wit…

Material Modification to Rights of Security Holders. The matters described in

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On March 10, 2025, Blackboxstocks Inc., Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, REalloys will mer…

Unregistered Sales of Equity Securities. The matters described in

Entry into a Material Definitive Agreement Amendment to Securities Purchase Agreement As previously reported in Blackboxstocks Inc.’s (the “Company”) Current Report on Form 8-K filed on January 22, 2025, the Company entered into a Securities Purchase Agreement (the “Original Purchase Agreement”) with Five Narrow Lane LP (including its successors and assigns, each a “Purchaser” and collectively, the “Purchasers”), and Five Narrow Lane LP, as collateral agent for the Purchasers (the “Agent”) on…