What changed in this filing

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Item 5. Other Information

2026-08-13 compared with 2026-05-20 · 56 added, 12 removed, 19 unchanged (78% of the section changed)

Other Information

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.

Rule 10b5-1 Trading Arrangement .

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 June 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.

Chief Operating Officer Employment Agreement.

On August 10, 2026, REalloys Canada Inc., a wholly owned subsidiary of the Company, entered into an Employment Agreement (the “COO Employment Agreement”) with Dr.

Muhammad Imran, age 52, pursuant to which Dr.

Imran will serve as Chief Operating Officer of REalloys Inc.

and its consolidated subsidiaries and operations, effective September 1, 2026.

Imran will report to the Chief Executive Officer.

Imran joins the Company from the Saskatchewan Research Council (“SRC”), the Company’s strategic processing and metallization partner, where he most recently served as Chief Technology Officer and Vice President from January 2026 to August 2026, leading the commercialization, scale-up, and strategic deployment of advanced rare earth element processing, including technologies for NdPr and heavy rare earth elements such as dysprosium and terbium.

Prior to that role, Dr.

Imran served as Vice President at SRC from October 2020 to December 2025, where he led the development of commercial-scale rare earth capabilities, including technology development, engineering design, pilot-scale demonstration, equipment development, construction and commissioning, and intellectual property development.

Imran holds a Ph.D.

in Chemical Engineering, with a professional focus on the rare earth sector.

There are no family relationships between Dr.

Imran and any director or executive officer of the Company, no transactions between Dr.

Imran and the Company that would require disclosure under Item 404(a) of Regulation S-K, and no arrangement or understanding between Dr.

Imran and any other person pursuant to which he was selected as Chief Operating Officer.

Under the COO Employment Agreement, Dr.

Imran will receive:

(i) an annual base salary of $475,000;

(ii) eligibility for a short-term incentive with a target of 65% of base salary;

(iii) eligibility for annual long-term incentive equity awards under the 2025 Plan with a target value of 125% of base salary, commencing in the first full fiscal year following the effective date;

(iv) a one-time sign-on bonus of $1,000,000, subject to a 36-month pro-rated repayment obligation in the event of a voluntary resignation without Good Reason or termination for Cause;

and (v) a one-time new-hire equity grant under the 2025 Plan with a target value of $100,000, vesting in three equal annual installments.

In the event of a termination without Cause or resignation for Good Reason, Dr.

Imran is entitled to severance equal to 18 months of base salary, a pro-rated short-term incentive for the year of termination, and continued vesting of 50% of unvested time-based equity awards over the 18-month severance period.

In the event of a termination without Cause or resignation for Good Reason within 12 months following a Change of Control, Dr.

Imran is entitled to a lump-sum payment equal to 24 months of base salary plus one times the short-term incentive target, and full acceleration of all outstanding equity awards.

The COO Employment Agreement also contains customary confidentiality, 12-month non-competition and non-solicitation, and intellectual property assignment provisions.

The COO Employment Agreement is governed by the laws of the Province of Saskatchewan, Canada.

The foregoing summary of the COO Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the COO Employment Agreement, which is filed as Exhibit 10.

3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Exhibit Number Category

Certificate of Designations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2026).

Certificate of Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2026).

REalloys Inc.

2025 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2026).

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2026).

Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2026).

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2026).

Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2026).

Form of Option Exercise Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2026).

Chief Financial Officer Consulting Agreement, dated June 24, 2026, between REalloys Inc.

and Provenance Advisors Inc.

Employment Agreement, dated August 10, 2026, between REalloys Canada Inc.

and Muhammad Imran.

General Release and Severance Agreement, dated June 24, 2026, between REalloys Inc.

and Robert Winspear (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2026).

Form of Securities Purchase Agreement, dated June 24, 2026, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2026).

Form of Registration Rights Agreement, dated June 24, 2026, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2026).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2026).

Rare Earth Product Offtake Agreement, dated May 18, 2026, between the Company and Critical Metals Corp.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2026).

Certification of Principal Executive Officer pursuant to Exchange Act, Rules 13a - 14(a) and 15d - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 Inline XBRL Instance Document

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

101 Interactive Data Files of Financial Statements and Notes.

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

# Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

The omitted information is indicated by "[***]."

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

4 unchanged sentences

(Principal Executive Officer)

/s/ Robert L.

/s/ Craig Cunningham

Craig Cunningham

Chief Financial Officer

(Principal Financial Officer)

August 13, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information