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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 25, 2026
BOXABL
INC.
(Exact
Name of Registrant as Specified in Charter)
| Texas |
|
001-42493 |
|
86-2579471 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
5345
E. N. Belt Road
Las
Vegas, NV |
|
89115 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(702)
500-9000
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share |
|
BXBL |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 25, 2026, BOXABL Inc. (the “Company”) entered into an ATM Sales Agreement (the “Sales
Agreement”) with 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 (each, an “Agent” and
collectively, the “Agents”), pursuant to which the Company, from time to time, may offer and sell shares (the
“ATM Shares”) of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”),
through or to the Agents, acting as sales agent, having an aggregate sales price of up to $100,000,000 (the “ATM Offering”).
Subject
to the terms and conditions of the Sales Agreement, each Agent will use its commercially reasonable efforts consistent with its normal
trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided
the Agents with customary indemnification and contribution rights in favor of the Agents, and each Agent will be entitled to a commission
up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated pursuant to the Sales Agreement. The Company
also agreed to reimburse the Agents the fees and expense of the Agents including but not limited to the fees and expenses of the counsel
to the Agents, payable upon the execution of the Sales Agreement, in an amount not to exceed $75,000.
Sales
of the ATM Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by the Sales Agreement and applicable
law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement. The
offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the ATM Shares subject to the Sales
Agreement and (ii) termination of the Sales Agreement as permitted therein. The Company may terminate the Sales Agreement in its
sole discretion at any time by giving three (3) days’ prior notice to the Agents. Each Agent may terminate the Sales Agreement
with respect to itself (i) under the circumstances specified in the Sales Agreement and (ii) in its sole discretion at any time by giving
three (3) days’ prior notice to the Company.
This
description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement,
which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
The
Class A Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration
statement on Form S-3 (File No. 333-297729) (the “Registration Statement”), which was filed with the Securities
and Exchange Commission (the “SEC”) on July 27, 2026 and was declared effective by the SEC on August 10, 2026.
On September 25, 2026, the Company filed a prospectus supplement to the Registration Statement with the SEC in connection with
the offer and sale of the ATM Shares pursuant to the Sales Agreement.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Class A Common Stock
nor shall there be any sale of shares of Class A Common Stock in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal
opinion of Winston Taylor LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached
as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
ATM Sales Agreement, dated as of September 25, 2026, by and among BOXABL, Inc., 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. |
| 5.1 |
|
Opinion of Winston Taylor LLP. |
| 23.1 |
|
Consent of Winston Taylor LLP (included in the opinion filed as Exhibit 5.1). |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
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.
| |
BOXABL
Inc. |
| |
|
|
| Dated:
September 25, 2026 |
By: |
/s/
Galiano Tiramani |
| |
Name: |
Galiano
Tiramani |
| |
Title: |
Co-Chief
Executive Officer |
