{"url_path":"/sec/aloy/8-k/2026-06-30/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1567900/0001185185-26-002743-index.html","accession_number":"0001185185-26-002743","cik":"0001567900","ticker":"ALOY","issuer_name":"REALLOYS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1567900/0001185185-26-002743-index.html","primary_entity_key":"0001567900","primary_entity_name":"REALLOYS INC."},"word_count":1061,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n**Resignation of Chief Financial Officer**\n\n \n\nOn June 24, 2026, Robert Winspear notified REalloys Inc. (the “Company”)\nof his decision to resign as Chief Financial Officer of the Company, and Mr. Winspear’s employment as Chief Financial Officer ceased\nto be effective as of June 24, 2026 (the “Separation Date”). Mr. Winspear’s resignation did not result from any disagreement\nwith the Company on any matter relating to the Company’s operations, policies or practices.\n\n \n\nIn connection with his departure, the Company and Mr. Winspear\nentered into a General Release and Severance Agreement, dated as of June 24, 2026 (the “Separation Agreement”), which was\napproved by the Company’s Board of Directors (the “Board”). Under the Separation Agreement, and subject to Mr. Winspear’s\ncompliance with its terms (including a general release of claims in favor of the Company and continuing cooperation, confidentiality\nand non-disparagement obligations), the Company agreed to provide Mr. Winspear with: (i) a lump-sum severance payment of $200,000, less\napplicable payroll deductions and tax withholdings; (ii) a grant of 20,000 fully vested restricted shares of the Company’s common\nstock, par value $0.001 per share (the “Common Stock”), under the Company’s 2025 Long-Term Incentive Plan (the “Incentive\nPlan”) and a related restricted stock award agreement, subject to a lock-up period; and (iii) an additional lump-sum cash payment,\nin an amount to be mutually agreed upon by the parties, equal to the estimated personal income and applicable employment taxes withheld\nor paid in connection with the vesting of such restricted shares. The Separation Agreement also provides that Mr. Winspear will make\nhimself reasonably available to the Company in a consulting capacity for up to 12 months to assist with the transition of matters he\nhandled on behalf of the Company. The foregoing description of the Separation Agreement does not purport to be complete and is qualified\nin its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report\non Form 8-K and is incorporated herein by reference.\n\n \n\n**Appointment of Chief Financial Officer**\n\n \n\nOn June 24, 2026, the Board appointed Craig Cunningham, age 43, to serve\nas the Company’s Chief Financial Officer, effective as of June 24, 2026. Mr. Cunningham has served as an Executive Director of Provenance\nAdvisors, a financial advisory firm based in Toronto, Ontario, since August 2023, and previously provided services to the Company as a\nconsultant and Senior Financial Advisor through Provenance Advisors from March 2021 until his appointment as Chief Financial Officer.\nMr. Cunningham served as Chief Financial Officer of Li-Cycle Holdings Corp. from March 2024 to April 2025 and as Chief Financial Officer\nof Electra Battery Materials Corporation from June 2022 to July 2023. From September 2010 to March 2022, Mr. Cunningham held various roles\nwith Kinross Gold Corporation, most recently serving as Vice President, Regional Financial Officer, Russia from March 2018 to March 2022.\n\n \n\nThere are no arrangements or understandings between Mr. Cunningham\nand any other persons pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Cunningham\nand any director or executive officer of the Company. Mr. Cunningham has no direct or indirect material interest in any transaction required\nto be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\nIn connection with his appointment, on June 24, 2026, the Company entered\ninto a Chief Financial Officer Consulting Agreement (the “Consulting Agreement”) with Provenance Advisors Inc. (the “Consultant”),\npursuant to which Mr. Cunningham provides services as the Company’s Chief Financial Officer and principal financial officer on an\nindependent contractor basis through the Consultant. The Consulting Agreement has an initial term of 24 months, commencing on June 24,\n2026, and automatically renews for successive 12-month terms unless either party provides at least 90 days’ written notice of non-renewal. \n\n \n\nUnder the Consulting Agreement, the Company will\npay Mr. Cunningham a base consulting fee of $55,000 per month ($660,000 on an annualized basis), subject to annual review. For each fiscal\nyear, Mr. Cunningham is eligible to earn an annual performance bonus with a target opportunity of 100%, and a maximum opportunity of 150%,\nof the annualized base consulting fee, based on performance metrics established by the Compensation Committee of the Company. The Consulting\nAgreement also provides for an initial long-term incentive award with a target grant-date value of 150% of the annualized base consulting\nfee (or $990,000), to be granted within 30 days after the effective date in the form of restricted stock units, performance stock units,\nstock options, or a combination thereof under the Company’s equity incentive plan, with 50% vesting on the grant date and the remaining\n50% vesting on the first anniversary of the grant date. Mr. Cunningham is also eligible for annual equity refresh awards in subsequent\nyears.\n\n \n\nIf the Company terminates the Consulting Agreement\nwithout Cause, or the Consultant resigns for Good Reason (each as defined in the Consulting Agreement), Mr. Cunningham is entitled to,\namong other things, a lump-sum payment equal to 18 months of the then-current monthly consulting fee and target annual bonus, payment\nof any earned but unpaid bonus, and accelerated vesting of certain time-based equity awards. Upon a qualifying termination in connection\nwith a change in control, Mr. Cunningham is entitled to enhanced severance, including a lump-sum payment equal to 24 months of the then-current\nmonthly consulting fee, 200% of the target annual bonus, and full acceleration of time-based equity awards. The Consulting Agreement also\ncontains non-solicitation and confidentiality covenants and provides for indemnification and directors’ and officers’ liability\ninsurance coverage.\n\n \n\nThe foregoing description of the Consulting Agreement does not purport\nto be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which the Company intends to\nfile as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.\n\n \n\n**Resignation of Director**\n\n \n\nOn June 26, 2026, Joseph Sawyer notified the Company of his resignation\nfrom the Board, effective as of June 29, 2026. Mr. Sawyer’s resignation did not result from any disagreement with the Company on\nany matter relating to the Company’s operations, policies or practices.\n\n \n\nThe Board does not currently intend to appoint a replacement for Mr.\nSawyer or to otherwise fill the vacancy resulting from his resignation."}