ALOY — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-20

• The following discussion and analysis of financial condition, results of operations, liquidity and capital resources should be read in conjunction with, and is qualified in its entirety by, the unaudited Condensed Consolidated Financial Statements and the notes thereto included in this Quarterly Rep…

• Certain statements made in this report, as well as oral statements made by the Company from time to time, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchan…

• Unless the context requires otherwise, “REalloys,” the “Company,” “we,” “us” and “our” refer to REalloys Inc. and its consolidated subsidiaries.

• REalloys is a U.S.‑based rare earth minerals and materials company building a vertically integrated North American “mine‑to‑magnet” supply chain for U.S. Protected Markets, including defense, aerospace, energy, electronics and advanced industrial applications. Our strategy pairs strategic upstream r…

• •Strategic Metals Development Corp. (“Strategic Metals”) holds a 100% interest in the Hoidas Lake Project, an exploration‑stage rare earth property in northern Saskatchewan comprising 14 contiguous dispositions over approximately 12,522 hectares. The property is enriched in the magnet rare earths ne…

Text removed vs the prior filing · source: 10-Q · 2025-10-16

• We urge you to read the following discussion in conjunction with management’s discussion and analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as with our financial statements and the notes thereto included elsewhere herein. In addition to historical …

• Blackboxstocks, Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software (the “Blackbox System”) employs “predictive technology” enhanced by artificial intelligence to find vo…

• We believe the Blackbox System is a unique and disruptive financial technology platform combining proprietary analytics and broadcast enabled social media to connect traders of all types worldwide on an intuitive, user-friendly system. The complexity of our backend analytics is neatly hidden from th…

• We launched the Blackbox System web application for domestic use and made it available to subscribers in September 2016. Subscriptions for the use of the Blackbox System web application are currently sold on a monthly and/or annual subscription basis to individual consumers through our website at ht…

• Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 and our telephone number is (972) 726-9203. Our Common Stock is quoted on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “BLBX.” Our corporate website is located at https://blackboxstocks.com. We are no…

Text added vs the prior filing · source: 10-Q · 2026-05-20

• The Company is a smaller reporting company and is not required to provide the disclosures required by this item pursuant to Item 305 of Regulation S-K.

Text removed vs the prior filing · source: 10-Q · 2025-10-16

• We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, we are not required to provide the information required under this Item.

Text added vs the prior filing · source: 10-Q · 2026-05-20

• Management's Evaluation of Disclosure Controls and Procedures

• As of March 31, 2026, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.…

• Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

• Material Weaknesses in Internal Control Over Financial Reporting

• Management identified the following material weaknesses as of March 31, 2026:

Text removed vs the prior filing · source: 10-Q · 2025-10-16

• Gust Kepler, our principal executive officer, and Robert Winspear, our principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under…

• There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2025, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

• Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or …

Text added vs the prior filing · source: 10-Q · 2026-05-20

• The following description of risk factors includes any material changes to risk factors associated with our business, financial condition and results of operations previously disclosed in “Item 1A. Risk Factors” of our Annual Report. Our business, financial condition and operating results can be aff…

• The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Quarterly Report on Form 10-Q. The following information should be read in conjunction with the condensed consolidated financial statements and …

• Voting control of the Company is now concentrated in our Chief Executive Officer, whose interests may conflict with the interests of our other stockholders.

• May 5, 2026, as a result of the closing of the 2025 Option Exercise Agreement with Mr. Gust Kepler and the separate sale by Mr. Kepler of additional shares of our Series A Convertible Preferred Stock to our Chief Executive Officer and director, Leonard Sternheim, Mr. Sternheim became the beneficial …

• Because of the foregoing, Mr. Sternheim has the practical ability, acting alone and by written consent of stockholders and without the concurrence of any other stockholder, to determine the outcome of substantially all matters submitted to a vote of our stockholders, including the election and remov…

Text removed vs the prior filing · source: 10-Q · 2025-10-16

• Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in Part I, Item 1A, "Risk Factors” of our Annual Report on Form 10-K filed with the SEC on March 21, 2025 for the year ended Dec…

Text added vs the prior filing · source: 10-Q · 2026-05-20

• None of the Company’s officers or directors adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2026, as such terms are defined under Item 408(a) of Regulation S-K..

Text removed vs the prior filing · source: 10-Q · 2025-10-16

• On September 15, 2025, Gust Kepler, a member of the Company’s board of directors and the Company’s President and Chief Executive Officer, entered into a Rule 10b5-1 trading arrangement providing for the potential sale of an aggregate of up to 250,000 shares of the Company’s common stock, which repre…