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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): August
19, 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
August 25, 2026, BOXABL Inc. (the “Company”) entered into a Product Purchase Agreement (the “Agreement”) with
LC Vegas Acquisitions, LLC (the “Buyer”). The Agreement contemplates the purchase of up to 1,580 BOXABL ranch homes over
a three-year period. Any purchases under the Agreement must be in batches of
50 units.
The
ranch homes contemplated by the Agreement would be a new BOXABL design that includes three bedrooms and 2.5 bathroom, with 1400 square
feet of interior space plus a carport. The Agreement provides for payment of $100,000 by the Buyers towards engineering and design work
for the ranch homes.
The
Company is responsible for engineering and design of the homes, providing interior mechanicals, plumbing and electrical and securing
approval from the State of Nevada for the plan sets. The Company will also providing local oversight and project management for site
installation. Buyer is responsible for site development and local permits for site plans, installation on foundations, zoning, utilities,
interior finishes and occupancy permits. Buyer is also responsible for providing roofing, cladding and any garage or carport. The aggregate
potential amount of purchases under the Agreement is approximately $233 million, subject to adjustment following finalization of engineering
and material selections.
The
Agreement does not require that the Buyer purchase any homes and may be terminated at any time by the Buyer upon written notice
to the Company. Upon termination, the Buyer would be responsible for payment for approved work and expenses incurred by the Company.
The
Company entered into an amendment to the Agreement on August 25, 2026, under which it has agreed to issue shares of Class A Common Stock
to the Buyer as an incentive to the Buyer to place significant orders under the Agreement. The Company has agreed to issue to the Buyer
a dollar amount of shares, based on the volume weighted average price of the Class A Common Stock on Nasdaq on the date of any deposit
made towards purchase of units under the Agreement. The incentives would result in the issuance of $1 million in Class A Common Stock
for a deposit amount between $10 million and $19.9 million, $2 million in Class A Common Stock for a deposit amount between $20 million
and $29.9 million, and $3 million in Class A Common Stock for a deposit amount of $30 million or greater, subject to certain beneficial
ownership limitations. In addition, the Company agrees to register the Class A Common Stock issued under the incentive for resale within
120 days after the final payment has been received associated with the purchase order for which the incentive was granted.
The
description of the Agreement, as amended, is qualified entirely by reference to Exhibit 10.1 hereto, which is incorporated by reference
herein.
Item
3.02, Unregistered Sales of Equity Securities
See
Item 1.01 above.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1+ |
|
Product Purchase Agreement, dated August 25, 2026, between the Company and LC Vegas Acquisitions, LLC |
| 10.2 |
|
First Amendment to Product Purchase Agreement, dated August 25, 2026, between the Company and LC Vegas Acquisitions, LLC |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
+
Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10). The Company agrees to promptly provide on a supplemental
basis an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses if requested by the Commission or
its staff.
SIGNATURE
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 hereunto duly authorized.
| |
Boxabl Inc. |
| |
|
| Date: August
28, 2026 |
By: |
/s/
Martin Noe Costas |
| |
|
Martin Noe Costas |
| |
|
Chief Financial Officer |
