BOXABL amends dilution for up to $100M stock offering

BOXABL Inc. amended its at-the-market offering of Class A common stock, with an aggregate offering price of up to $100,000,000, to correct a date and restate dilution calculations.

Rhea-AI Filing Summary

BOXABL Inc. amended its at-the-market offering of Class A common stock, with an aggregate offering price of up to $100,000,000, to correct a date and restate dilution calculations. The illustration assumes 25,125,628 shares sold at $3.98 per share, for approximately $100,000,000 in gross proceeds. After estimated commissions and offering expenses, as-adjusted net tangible book value would be approximately $146.6 million, or $0.55 per share, with $3.43 per-share dilution to new investors. The amendment corrects the initial Form S-3 filing date to July 27, 2026; the share-count assumptions are 9,471,524 Class A shares and 232,083,710 Class B shares outstanding as of September 23, 2026.

Key Figures

ATM aggregate offering price: Up to $100,000,000 Assumed offering price: $3.98 per share Illustrative shares sold: 25,125,628 shares +3 more

6 metrics

ATM aggregate offering price Up to $100,000,000 Class A common stock offered from time to time under the ATM Sales Agreement.

Assumed offering price $3.98 per share Price used in the dilution illustration; the last reported sale price on September 23, 2026.

Illustrative shares sold 25,125,628 shares Assumption used in the dilution illustration.

As-adjusted net tangible book value Approximately $146.6 million Modeled as of March 31, 2026, after the illustrative offering and estimated commissions and offering expenses.

As-adjusted net tangible book value per share $0.55 per share Modeled after the illustrative offering.

Dilution per share to new investors $3.43 per share Dilution illustration using the assumed $3.98 offering price.

Key Terms

net tangible book value, immediate dilution, ATM Sales Agreement

3 terms

net tangible book value financial

"net tangible book value per share as of March 31, 2026"

Net tangible book value is the per-share value of a company if you take all its physical assets and cash, subtract what it owes, and ignore intangible items like patents or brand names. Think of it like the cash you’d split among owners if a business sold its furniture and buildings but not its reputation. Investors use it as a conservative benchmark to judge whether a stock is cheaply priced relative to hard, sellable assets.

immediate dilution financial

"an immediate dilution in net tangible book value"

ATM Sales Agreement financial

"pursuant to the ATM Sales Agreement"

An ATM sales agreement is a standing arrangement that lets a company sell its shares directly into the open market at prevailing prices, often through a broker, instead of selling a large block all at once. Investors care because it gives the company a flexible, on-demand way to raise cash but can slowly increase the number of shares outstanding and put downward pressure on the stock price—think of it like drip-feeding new supply into a marketplace.

Offering Details

ATM · Up to $100,000,000

Offering

Offering Type ATM

Securities Offered Class A common stock

Offering Amount Up to $100,000,000

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large is BXBL's ATM offering?

BOXABL Inc. may offer Class A common stock from time to time for an aggregate offering price of up to $100,000,000 under its ATM Sales Agreement.

How does a price change affect BXBL's projected dilution?

The sensitivity analysis states that a $0.10 increase in the $3.98 assumed offering price would increase as-adjusted net tangible book value per share by $0.01 and gives dilution per share as $3.52. For a $0.10 decrease, it states a $0.01 decrease in book value per share and dilution per share of $3.34. Both cases assume the same number of shares offered and deduct commissions and estimated offering expenses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/30/2026 - 06:03 AM Accepted by SEC EDGAR 09/29/2026 - 08:33 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-297729

Amendment No. 1 dated September 29, 2026

To Prospectus Supplement dated September 25, 2026

(To Prospectus dated August 10, 2026)

Up to $100,000,000

BOXABL Inc.

Class A Common Stock

This Amendment No. 1 to Prospectus Supplement (this “Amendment”) amends the prospectus supplement of BOXABL Inc. (the “Company,” “we,” “us” or “our”), dated September 25, 2026 and filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2026 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Prospectus Supplement”), relating to the offer and sale from time to time of shares of our Class A common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000 pursuant to the ATM Sales Agreement, dated September 25, 2026, by and among the Company and Virtu Americas LLC, A.G.P./Alliance Global Partners, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, Maxim Group LLC and Roth Capital Partners, LLC. This Amendment should be read in conjunction with the Prospectus Supplement and the accompanying prospectus dated August 10, 2026 (the “Base Prospectus”), and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus Supplement. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prospectus Supplement and the Base Prospectus, including any amendments or supplements thereto.

This Amendment is being filed solely to correct (1) the date on which our registration statement on Form S-3 (File No. 333-297729) was initially filed with the SEC, which the Prospectus Supplement inadvertently stated as September 27, 2026 rather than July 27, 2026, and (2) certain aggregate dollar amounts presented under the heading “Dilution,” consisting of our as-adjusted net tangible book value, the increase in net tangible book value attributable to new investors, our pro forma net tangible book value after giving effect to the offering and the effect of a $0.10 change in the assumed offering price, and to delete a typographical error in the dilution table. For ease of reference, the section of the Prospectus Supplement under the heading “Dilution” is amended and restated in its entirety in this Amendment to reflect these corrections, and the restated section set forth below supersedes and replaces that section of the Prospectus Supplement in its entirety.

Except as expressly set forth herein, this Amendment does not amend, update or otherwise modify the Prospectus Supplement or the Base Prospectus.

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under “Risk Factors” beginning on page S-4 of the Prospectus Supplement, on page 4 of the Base Prospectus and under similar headings in any amendment or supplement to the Prospectus Supplement or the Base Prospectus or in any filing with the SEC that is incorporated by reference therein.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

A.G.P. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC Maxim Group LLC Roth Capital Partners

The date of this Amendment No. 1 is September 29, 2026.

DILUTION

If you invest in our Common Stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering price per share of our Common Stock and the as-adjusted net tangible book value per share of our Common Stock after this offering.

Our net tangible book value as of March 31, 2026 was approximately $47.7 million, or approximately $0.20 per share of Common Stock. Net tangible book value per share is determined by dividing the net tangible book value (total tangible assets less total liabilities) by the number of outstanding shares of Common Stock.

After giving effect to the sale of our Common Stock in the aggregate amount of 25,125,628 at an assumed offering price of $3.98 per share, the last reported sale price of our Common Stock on Nasdaq on September 23, 2026, and after deducting commissions and estimated offering expenses payable by us, our as-adjusted net tangible book value as of March 31, 2026 would have been approximately $146.6 million, or $0.55 per share of Common Stock. This represents an immediate increase in net tangible book value of $0.35 per share to our existing stockholders and an immediate dilution in net tangible book value of $3.43 per share to new investors purchasing shares of our Common Stock in this offering. The following table illustrates this per share dilution:

Assumed public offering price per share						$	3.98
Net tangible book value per share as of March 31, 2026		$	0.18
Increase in net tangible book value per share attributable to new investors		$	0.37
Pro forma net tangible book value per share after giving effect to this offering						$	0.55
Dilution per share to new investors in this offering						$	3.43

The table above assumes, for illustrative purposes, that an aggregate of 25,125,628 shares of our Common Stock are sold at a price of $3.98 per share, the last reported sale price of our Common Stock on Nasdaq on September 23, 2026, for aggregate gross proceeds of approximately $100,000,000. A $0.10 increase in the assumed offering price of $3.98 per share would increase our as-adjusted net tangible book value per share after this offering by $0.01 and the dilution per share to new investors by $3.52, assuming the number of shares offered by us, as set forth above, remains the same and after deducting commissions and estimated offering expenses payable by us. A $0.10 decrease in the assumed offering price of $3.98 per share would decrease our as-adjusted net tangible book value per share after this offering by $0.01 and the dilution per share to new investors by $3.34, assuming the number of shares offered by us, as set forth above, remains the same and after deducting commissions and estimated offering expenses payable by us.

The above discussion and table are based on 9,471,524 shares of our Common Stock and 232,083,710 shares of our Class B common stock, par value $0.0001, outstanding as of September 23, 2026, and excludes shares issuable upon the exercise of outstanding stock options, the exercise of outstanding warrants and the conversion of outstanding convertible securities. To the extent that any of these outstanding securities are exercised or converted, or additional shares are issued, you may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible securities, the issuance of these securities could result in further dilution to our stockholders.