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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 11, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Previous Chief Financial Officer
Effective
September 11, 2026, BOXABL Inc. (the “Company”) concluded the employment of Martin Costas as Chief Financial Officer
(“CFO”) of the Company.
The
conclusion of Mr. Costas’ employment was not because of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.
Appointment
of Chief Financial Officer
Effective
September 14, 2026, the Board of Directors of the
Company appointed Larry King to serve as Chief Financial Officer, and as both principal financial officer and principal accounting officer
of the Company.
Larry
King, 65, is a Certified Public Accountant with over 35 years of experience in finance, accounting, and operations across the gaming,
manufacturing, hospitality, and healthcare industries. Since 2024, Mr. King has worked as an independent consultant, serving as fractional
CFO for clients in the legal and entertainment industries and as Interim General Manager for a multi-property gaming operator. From 2023
to 2024, he served as Chief Operating Officer of Center Point Bio-Tech, and from 2021 to 2023, as Regional Practice Leader for Eide Bailly
LLP’s Outsourced & Managed Services group, leading a team of over 40 consultants providing interim CFO and transaction advisory
services. Earlier in his career, Mr. King served as CFO of Chukchansi Gold Resort & Casino and of Riviera Holdings Corporation, and
as Corporate Vice President of Accounting for Tropicana Entertainment, where he built the company’s SEC reporting and SOX compliance
functions and led accounting integration for the $960 million acquisition of Aztar Corporation. Mr. King holds a BS in Accounting from
San Jose State University and has over 30 years of SEC reporting experience.
In
connection with the appointment of Larry King as the Company’s CFO, the Company entered into an offer letter with Larry King (the
“King Offer Letter”) pursuant to which Larry King is entitled to an annual salary of $300,000 and participation
in the 2026 Omnibus Plan.
The
foregoing description of the King Offer Letter does not purport to be complete and is qualified in its entirety by the full text
of the King Offer Letter, a copy of which is filed as Exhibit 10.1.
There
are no family relationships between Larry King and any of the directors or executive officers of the Company, and there are no transactions
in which Larry King has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K. There is no
arrangement or understanding between Larry King and any other person pursuant to which Larry King was selected as an officer of the Company.
Appointment
of Chief Accounting Officer
Beginning
September 28, 2026, Heather Clayton will begin serving as the Company’s Chief Accounting Officer (“CAO”).
Prior
to joining BOXABL, Heather Clayton spent six years with the Vegas Golden Knights, progressing from Controller to Vice President of Finance
and Accounting to Chief Financial Officer, during which she helped scale the organization’s accounting and finance function from
two entities to thirteen and oversaw financial operations for all Knights-related venues and five partnering foundations. Most recently,
she served as Chief Financial Officer of ASTOUND Group. Earlier in her career, Ms. Clayton served as an auditor at a Las Vegas accounting
firm, where she reviewed and audited SEC filings and performed technical accounting research, and held General Ledger Manager and Controller
roles at American Casino and Entertainment Properties LLC. She holds a bachelor’s degree in Managerial Economics from the University
of California, Davis, and a master’s degree in Accounting from the University of Nevada, Las Vegas.
In
connection with the appointment of Heather Clayton as the Company’s CAO, the Company entered into an offer letter with Heather
Clayton (the “Clayton Offer Letter”) pursuant to which Heather Clayton is entitled to an annual salary of $250,000 and participation
in the 2026 Omnibus Plan.
The
foregoing description of the Clayton Offer Letter does not purport to be complete and is qualified in its entirety by the full text of
the Clayton Offer Letter, a copy of which is filed as Exhibit 10.2.
There
are no family relationships between Heather Clayton and any of the directors or executive officers of the Company, and there are no transactions
in which Heather Clayton has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K. There is
no arrangement or understanding between Heather Clayton and any other person pursuant to which Heather Clayton was selected as an officer
of the Company.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Larry King Offer Letter, dated September 14, 2026. |
| 10.2 |
|
Heather Clayton Offer Letter, dated September 4, 2026 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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:
September 14, 2026 |
By: |
/s/
Paolo Tiramani |
| |
|
Paolo
Tiramani |
| |
|
Co-Chief
Executive Officer |