BOXABL Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2026-05-11: Form 8-K; Period of report 2026-05-06; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2026-04-21: Form 8-K; Period of report 2026-04-20; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2026-04-10: Form 8-K; Period of report 2026-04-06; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2026-02-24: Form 8-K; Period of report 2026-02-23; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2026-05-11 | 8-K | 2026-05-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 6, 2026, BOXABL Inc. (“BOXABL”) entered into a Third Amendment (the “Third Amendment”) to that certain Agreement and Plan of Merger, dated as of August 4, 2025, as amended by the First Amendment to the Agreement and Plan of Merger dated November 3, 2025, as amended by the Second Amendment dated April 6, 2026 (collectively, the “Merger Agreement”), by and among BOXABL, FG Merger II Corp. (“FGMC”), and FG Merger Sub II Inc. (“Merger Sub” and together with BOXABL and FGMC, the “Parties”). | form8-k.htm |
| 2026-04-21 | 8-K | 2026-04-20 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 and incorporated herein by reference is the investor presentation dated April 20, 2026, for use by BOXABL Inc., a Nevada corporation (the “BOXABL”), and FG Merger II Corp., a Nevada corporation (“FGMC”), in connection with the distribution to investors and in-person presentations regarding the proposed business combination between FGMC, BOXABL and FG Merger Sub II Inc., as described in this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SPAC under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. | form8-k.htm |
| 2026-04-10 | 8-K | 2026-04-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 On April 6, 2026, BOXABL Inc. (“BOXABL”) entered into a Second Amendment (the “Second Amendment”) to that certain Agreement and Plan of Merger, dated as of August 4, 2025, as amended by the First Amendment to the Agreement and Plan of Merger dated November 3, 2025 (collectively, the “Merger Agreement”), by and among BOXABL, FG Merger II Corp. (“FGMC”), and FG Merger Sub II Inc. (“Merger Sub” and together with BOXABL and FGMC, the “Parties”). | form8-k.htm |
| 2026-02-24 | 8-K | 2026-02-23 | 8.01 Other Events | 8.01 On February 23, 2026, Michele Steele of Stocktwits Inc. published an interview with Martin Costas, Chief Financial Officer of Boxabl Inc. (the “Company”). | form8-k.htm |
| 2025-12-23 | 8-K | 2025-12-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2025-12-15 | 8-K | 2025-12-15 | 8.01 Other Events | 8.01 On December 15, 2025, Nasdaq MarketSite published a conversation hosted by Christina Ayanian of the Nasdaq MarketSite involving Martin Costas, Chief Financial Officer of Boxabl Inc. (the “Company”). | form8-k.htm |
| 2025-12-15 | 8-K | 2025-12-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 15, 2025, Boxabl Inc. (the “Company”) announced the appointment of Morris A. Davis, Ph.D., to the Company’s Board of Directors beginning December 12, 2025. | form8-k.htm |
| 2025-12-08 | 8-K | 2025-12-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2025-11-04 | 8-K | 2025-11-03 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Pursuant to the Amendment, the Parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026. 7.01 On November 4, 2025, BOXABL and FGMC issued a press release (the “Press Release”) announcing the execution of the Amendment. | form8-k.htm |
| 2025-08-25 | 8-K | 2025-08-25 | 8.01 Other Events | 8.01 On August 25, 2025, BOXABL Inc. (the “Company”) announced that on May 23, 2025, it purchased 10 Bitcoin. | form8-k.htm |
| 2025-08-22 | 8-K | 2025-08-20 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 As discussed in the Definitive Information Statement filed on July 7, 2025, BOXABL INC. | form8-k.htm |
| 2025-08-05 | 8-K | 2025-08-04 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On August 5, 2025, the Company and FGMC issued a press release (the “Press Release”) announcing the transactions. | tm2522586d1_8k.htm |
| 2025-07-09 | 8-K/A | 2025-07-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 30, 2025, each of Veronica Nkwodimmah Stanaway and Gregory F. Ugalde resigned as a director of Boxabl Inc. (the “Company”) at the request of the Company. | form8-ka.htm |
| 2025-07-07 | 8-K | 2025-06-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 30, 2025, each of Veronica Nkwodimmah Stanaway and Gregory F. Ugalde resigned as a director of Boxabl Inc. (the “Company”) at the request of the Company. | form8-k.htm |
| 2025-06-25 | 8-K | 2025-06-24 | 8.01 Other Events | 8.01 On June 24, 2025, BOXABL Inc. (the “Company”) terminated its offering being conducted pursuant to Regulation A of the Securities Act of 1933, as amended, as well as terminated the concurrent offering being conducted pursuant to Rule 506(c) of Regulation D. Consequently, no new investor subscriptions will be accepted in these offerings. | form8-k.htm |
| 2025-06-11 | 8-K | 2025-06-09 | 8.01 Other Events | 8.01 On June 9, 2025, BOXABL Inc. (the “Company”) announced that it has entered into a non-binding letter of intent with a special purpose acquisition company (the “SPAC”) under which the Company and the SPAC will enter into discussions for a business combination. | form8-k.htm |
| 2025-05-27 | 8-K | 2025-05-22 | 8.01 Other Events | 8.01 On May 22, 2025, BOXABL Inc. (the “Company”) announced that it has adopted a Bitcoin treasury reserve strategy, allowing for a percentage of its assets to acquire Bitcoin. | form8-k.htm |
| 2025-05-05 | 8-K | 2025-05-01 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On November 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum LLP. | form8-k.htm |
| 2025-04-28 | 8-K | 2025-04-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 22, 2025, BOXABL Inc. (the “Company”) appointed Galiano Tiramani as Co-Chief Executive Officer, to serve along with Paolo Tiramani as Co-Chief Executive Officer. | form8-k.htm |
| 2025-02-12 | 8-K | 2025-02-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 7, 2025, Christopher J. Valasek resigned as a director of Boxabl Inc. (the “Company”). | form8-k.htm |
| 2025-01-24 | 8-K | 2025-01-24 | 8.01 Other Events | 8.01 Boxabl Inc. (the “Company”), the innovative technology company revolutionizing the homebuilding industry with its foldable homes, announces the launch of its Next Generation Products, including the Baby Box and Phase Two Modular Building System. | form8-k.htm |
| 2025-01-21 | 8-K | 2025-01-20 | 7.01 Regulation FD Disclosure | 7.01 On January 20, 2025, Boxabl Inc. (the “Company”) issued a press release announcing that the BOXABL Casita has been approved for sale in the State of Nevada and also across the entire State of California, inclusive of all climate zones. | form8-k.htm |
| 2024-12-23 | 8-K | 2024-12-21 | 3.03 Material Modification to Rights of Security Holders | 3.03 As discussed in the Definitive Information Statement filed on November 4, 2024, BOXABL Inc. (the “Company”) has terminated its Fifth Amended and Restated Stockholders Agreement (the “Stockholders Agreement”) as of December 21, 2024 (the “Termination Date”). | form8-k.htm |
| 2024-10-18 | 8-K | 2024-10-18 | 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 As discussed in the Definitive Information Statement filed on September 9, 2024, BOXABL Inc. (the “Company”) has executed its Amended 2021 Stock Incentive, and filed it herewith as an exhibit to this report. 5.02 As discussed in the Definitive Information Statement filed on September 9, 2024, the Company’s Amended 2021 Stock Incentive Plan has been executed, and filed herewith as an exhibit to this report. 5.03 As discussed in the Definitive Information Statement filed on September 9, 2024, the Company has filed its Sixth Amended and Restated Articles of Incorporation (the “Sixth A&R Articles”) and related Certificate with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.390 and 78.403, with an effective date of October 18, 2024. | form8-k.htm |
| 2024-08-15 | 8-K | 2024-08-12 | 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 3.03 On August 9, 2024 , the Board of Directors of the Company recommended that the shareholders holding a sufficient number of shares of the Company’s Common Stock approve amendments to the Company’s Fourth Amended and Restated Stockholders Agreement in the form of a Fifth Amended and Restated Stockholders Agreement, included as an exhibit to this current report on Form 8-K. Some of the recommended amendments were approved by the Board on July 2, 2024, and the remainder on August 9, 2024, and all such amendments have now been approved by holders the Company’s Common Stock having at least 60% of voting power (see below). 5.02 (d) Stockholders controlling 99.8% of the Company’s Common Stock (the “Consenting Stockholders”) approved the re-election of the Company’s Board of Directors on May 1, 2024. 5.03 Subject to the approval of the Company’s stockholders (see below), the Board of Directors of the Company approved the Company’s Sixth Amended and Restated Articles of Incorporation (the “6th A&R Articles”) on July 2, 2024, and approved submitting the 6th A&R Articles to the stockholders for approval. 5.07 The disclosures set forth in Items 3.03, 5.02, and 5.03 of this current report on Form 8-K are incorporated into this Item 5.07 by reference. 8.01 On June 25, 2024, the Company registered its Non-Voting Series A-3 Preferred Stock under Section 12(g) the Securities Exchange Act of 1934, as amended, consistent with its other series of Preferred Stock, through the filing of a registration statement on Form 8-A (Commission File No. 000-56579). | form8-k.htm |
| 2024-08-05 | 8-K | 2024-08-01 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On August 1, 2024, BOXABL Inc. (the “Company”) finalized entering into an engagement to retain Marcum LLP as the Company’s new independent registered public accounting firm. | form8-k.htm |
| 2024-07-16 | 8-K | 2024-07-12 | 8.01 Other Events | 8.01 On July 12, 2024, BOXABL Inc. (the “Company”) was informed by the Securities and Exchange Commission’s Division of Enforcement (the “Division”) that it concluded its investigation of the Company and does not intend to recommend an enforcement action against the Company at this time. | form8-k.htm |
| 2024-06-26 | 8-K | 2024-06-25 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 On June 25, 2024, BOXABL Inc. (the “Company”) commenced an offering of up to 88,095,238 shares of its Non-Voting Series A-3 Preferred Stock under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), at a per share price of $0.80, plus 4,404,762 Bonus Shares (as defined in the Offering Circular on file in the Company’s Form 1-A Offering Statement (Commission File No. 024-12402) (the “Form 1-A Offering Statement”)) for a maximum potential raise of $74,000,000 (the “Regulation A Offering”). 8.01 On June 25, 2024, the Company registered its Non-Voting Series A-3 Preferred Stock under Section 12(g) the Securities Exchange Act of 1934, as amended, consistent with its other series of Preferred Stock, through the filing of a registration statement on Form 8-A (Commission File No. 000-56579). | form8-k.htm |
| 2024-06-03 | 8-K | 2024-05-15 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On May 15, 2024, dbbmckennon (“DBBM”), the independent registered public accounting firm for BOXABL Inc. (the “Company”) for the preceding five years, submitted a letter of resignation to the Company’s Audit Committee, with such resignation effective as of May 15, 2024. | form8-k.htm |
| 2024-05-03 | 8-K | 2024-05-03 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 As discussed in the Definitive Information Statement filed on March 29, 2024, BOXABL INC. | form8-k.htm |
| 2024-01-30 | 8-K | 2024-01-30 | 8.01 Other Events | 8.01 On January 29, 2024, BOXABL Inc. (the “Company”) posted a video of an interview with Jarrett Gross, called “Automate Construction Podcast,” in which the Company discusses its operations, including manufacturing capacity, equipment installation, the regulatory approval process, and product updates. | form8-k.htm |
| 2024-01-25 | 8-K | 2024-01-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On January 19, 2024, at a meeting of the board of directors (the “Board”) of BOXABL Inc. (the “Company” or “BOXABL”), the Board approved for fiscal year 2024 the employment agreements for the Company’s Chief Executive Officer (“CEO”), Paolo Tiramani, and the Director of Marketing, Galiano Tiramani, dated January 1, 2023, and previously filed as Exhibits 10.6 and 10.7 to the Company’s registration statement on Form 10-12G, Commission File No. 000-56579. 8.01 At this same meeting held on January 19, 2024, the Board ratified its appointment of independent directors to the Company’s Compensation Committee (David R. Cooper II, Veronica Nkwodimmah Stanaway, and Gregory F. Ugalde, Christopher J. Valasek, and Zvi Yemini) and adopted the Compensation Committee Charter, including designation of certain powers to review and approve the Company’s compensation practices and policies, and administration of the Company’s Amended Stock Incentive Plan, which was previously filed as Exhibit 10.5 to the Company’s registration statement on Form 10-12G, Commission File No. 000-56579. | form8-k.htm |
| 2024-01-19 | 8-K | 2024-01-19 | 7.01 Regulation FD Disclosure | 7.01 On January 19, 2024, Boxabl Inc. (the “Company”) posted a video of an interview with Ellie in Space in which the Company discusses its operations. | form8-k.htm |
| 2023-10-13 | 8-K | 2023-10-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 2, 2023, Martin Noe Costas was appointed as the new Chief Financial Officer of Boxabl Inc. (the “Company” or “Boxabl”). | box-20231009.htm |