Form 8-K

8-K — BOXABL Inc.

Accession: 0001493152-26-044205

Filed: 2026-09-25

Period: 2026-09-24

CIK: 0001906364

SIC: 1520 (GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 24, 2026

BOXABL

Inc.

(Exact

Name of Registrant as Specified in Charter)

Texas

001-42493

86-2579471

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

Incorporation)

File

Number)

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 ☒

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.

September 24, 2026, BOXABL Inc. (the “Company”) announced the expansion of its Board of Directors and the appointment of

Timothy Goldsmith as a director of the Company. Mr. Goldsmith was also appointed to be the Chairman of the Audit Committee and a member

of the Nominating and Corporate Governance Committee. Dr. Morris A. Davis, who has chaired the Audit Committee, will remain a member

of the Committee. The Board of Directors determined that Mr. Goldsmith is “independent” in accordance with Nasdaq Listing

Rule 5605(a)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The Board also determined that Mr. Goldsmith qualifies

as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

compensation for his service as a director and his role on the Company’s Audit and Nominating and Corporate Governance Committees,

Mr. Goldsmith is entitled to compensation pursuant to the Company’s 2026 compensation package for non-employee directors. Under

this compensation package, Mr. Goldsmith is entitled to an annual cash retainer of $75,000 paid quarterly in arrears and $175,000 of

Restricted Stock Units with a one year cliff vesting period in connection with his service as a non-employee director, an addition $20,000

annual cash compensation in connection with his service as Chairman of the Audit Committee Chair, and an additional $6,000 in connection

with his service as a member of the Nominating and Corporate Governance Committee, in each case prorated for the partial year period

of service from September 24, 2026.

Mr.

Goldsmith spent nearly 21 years at Ernst & Young (“EY”), most recently as an audit partner from 2018 to 2026, where he

oversaw more than 20 complex public and private company audits and led a team of over 30 audit executives. He led audit strategy and

execution for companies ranging from $200 million to over $3 billion in revenue, and regularly presented financial findings and risk

assessments directly to audit committees and boards of directors. His technical background spans U.S. GAAP, IFRS, SEC and PCAOB standards,

and Sarbanes-Oxley compliance, along with hands-on experience guiding companies through M&A accounting, business combinations and

consolidated financial reporting. Earlier in his EY career, Mr. Goldsmith served as senior manager and manager in the firm’s Assurance

and Advisory practice, and spent time as a U.S. SEC capital markets and professional practice senior based in Hong Kong, where he advised

clients on cross-border transactions and IPOs involving U.S. operations. Mr. Goldsmith holds a Bachelor of Business Administration in

Accounting and Business Economics from Ohio University and is a certified public accountant licensed in Ohio, Georgia, New Jersey and

Nevada. He has also served on the boards of several nonprofit organizations, including Junior Achievement of Southern Nevada.

the same time, the Board also:

● removed

Zvi Yemini as Chairman of the Nominating and Corporate Governance Committee, though he continues

to serve as a member of the Committee.

● appointed

Dr. Morris A. Davis as Chairman of the Nominating and Corporate Governance Committee.

● removed

Larry G. Swets from the Nominating and Corporate Governance Committee; and

● removed

Zvi Yemini from the Audit Committee.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

10.1

Offer Letter to Timothy Goldsmith

99.1

Press Release

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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 24, 2026

By:

/s/

Larry H. King

Larry

H. King

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

(702) 500-9000

hello@boxabl.com

www.boxabl.com

5345

E N Belt Rd. North Las Vegas. NV 89115

September

23, 2026

Timothy

Goldsmith

Re:

Welcome to the Board of Directors

Dear

Timothy,

behalf of the Board of Directors of Boxabl, Inc. (the “Company”), I am pleased to confirm your appointment as a member of

our Board of Directors, subject to formal Board approval. We are confident that your extensive experience and qualifications will bring

tremendous value to our organization.

Committee

Assignments

Upon

your appointment, you will serve in the following committee capacities: Chair of the Audit Committee and member of the Nominating and

Corporate Governance Committee.

Compensation

Your

compensation as a director will be in accordance with the Company’s Board-approved director compensation program, as may be amended

from time to time by the Board or the Compensation Committee.

Onboarding

and Compliance

connection with your service, you will be asked to complete a Directors and Officers questionnaire for purposes of determining independence

and other qualifications. You will also be asked to execute the Company’s standard form of director indemnification agreement and

to acknowledge the Company’s Insider Trading Policy. Additional onboarding and orientation will be coordinated by the Company.

Non-Binding

Nature

This

letter is intended solely as a summary of information related to your appointment and does not constitute a binding agreement or contract.

It does not impose obligations or grant contractual rights beyond what is provided under the Company’s governing documents and

applicable law.

(702) 500-9000

hello@boxabl.com

www.boxabl.com

5345

E N Belt Rd. North Las Vegas. NV 89115

look forward to welcoming you to the Board and working together to advance the Company’s mission.

Warm

regards,

BOXABL

Acknowledgment

of Receipt

Timothy Goldsmith, hereby acknowledge receipt of this letter confirming my appointment to the Board of Directors of Boxabl, Inc.

Signature:

/s/

Timothy Goldsmith

Date:

2026-09-23

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

BOXABL

Appoints Timothy Goldsmith, CPA, to Board of Directors as Audit Committee Chair

Former

EY Audit Partner brings over two decades of public company and SEC reporting experience as BOXABL continues building out its finance

and governance infrastructure

LAS

VEGAS, Sept. 24, 2026 /PRNewswire/ — BOXABL Inc. (Nasdaq: BXBL), a leader in innovative, factory-built modular solutions, today

announced the expansion of its board of directors and the appointment of Timothy Goldsmith, CPA, to fill the new position, effective

Sept. 24, 2026. Goldsmith will serve as chair of the Audit Committee. In addition to chairing the Audit Committee, he will also serve

on the Nominating and Corporate Governance Committee.

Goldsmith’s

appointment follows BOXABL’s recent additions of Larry King as chief financial officer and Heather Clayton as chief accounting

officer, continuing the company’s build-out of the financial leadership and governance infrastructure expected of a newly public

company.

Timothy

Goldsmith Appointed to BOXABL Board of Directors as Audit Chair

Dr.

Morris A. Davis, who has chaired the Audit Committee, will remain a member of the Committee. Davis, an economist and the Paul V. Profeta

Chair of Real Estate at Rutgers Business School who joined BOXABL’s board in December 2025 after serving as Chief Housing Economist

for the White House Council of Economic Advisers, will continue to contribute his expertise in housing policy and economics to the board.

The change in Committee leadership reflects Goldsmith’s two decades of direct public company audit and SEC-reporting experience

as BOXABL’s governance needs continue to expand alongside its transition to a public company.

“Tim’s

two decades at EY, including years spent advising audit committees and boards at public companies across manufacturing, gaming and hospitality,

make him exactly the kind of governance partner we need as we scale,” said Paolo Tiramani, founder and CEO of BOXABL. “Combined

with the strength Larry and Heather will bring to our finance team, this appointment reflects how seriously we’re taking the discipline

and rigor that come with being a public company.”

Timothy

Goldsmith, Board Member, Audit Committee Chair and Nominating and Corporate Governance Committee Member

Goldsmith

spent nearly 21 years at EY, most recently as an audit partner from 2018 to 2026, where he oversaw more than 20 complex public and private

company audits and led a team of over 30 audit executives. He led audit strategy and execution for companies ranging from $200 million

to over $3 billion in revenue, and regularly presented financial findings and risk assessments directly to audit committees and boards

of directors. His technical background spans U.S. GAAP, IFRS, SEC and PCAOB standards, and Sarbanes-Oxley compliance, along with hands-on

experience guiding companies through M&A accounting, business combinations and consolidated financial reporting.

Earlier

in his EY career, Goldsmith served as senior manager and manager in the firm’s Assurance and Advisory practice, and spent time

as a U.S. SEC capital markets and professional practice senior based in Hong Kong, where he advised clients on cross-border transactions

and IPOs involving U.S. operations.

Goldsmith

holds a Bachelor of Business Administration in Accounting and Business Economics from Ohio University and is a certified public accountant

licensed in Ohio, Georgia, New Jersey and Nevada. He has also served on the boards of several nonprofit organizations, including Junior

Achievement of Southern Nevada.

“BOXABL

is tackling one of the country’s most pressing challenges, the shortage of affordable housing, with a genuinely innovative manufacturing

model. Having spent nearly 21 years in public accounting, I understand how important strong financial controls and governance are for

a company at this stage of growth, especially one that has recently gone public. I’m looking forward to working with the board

and management team to help build that foundation as BOXABL scales,” said Goldsmith.

learn more about BOXABL’s Board of Directors, please visit BOXABL’s Investor Page at https://www.boxabl.com/ir.

About

BOXABL

Since

its inception in 2017, BOXABL has raised over $230 million from more than 50,000 investors. The North Las Vegas-based company is dedicated

to transforming the housing industry through innovative technology and design, with a mission of making housing affordable at mass-production

scale. BOXABL’s flagship product, the Casita, is a 361-square-foot studio unit with a full kitchen, bathroom and utilities that

unfold on-site in under an hour. The company is also developing stackable and connectable modules designed to form townhomes, multifamily

units and larger single-family homes. BOXABL began trading on the Nasdaq Stock Market under the ticker symbol “BXBL” on July

20, 2026, following the completion of its business combination with FG Merger II Corp.

Forward-Looking

Statements

This

communication includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements

may be identified by the use of words such as “plan,” “project,” “will,” “estimate,”

“intend,” “expect,” “believe,” “target,” “continue,” “could,”

“may,” “might,” “possible,” “potential,” “predict,” or similar expressions

that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include,

among others, statements regarding BOXABL’s board and governance structure, its financial reporting infrastructure, and its ability

to execute on its growth strategy as a public company. These statements are based on current expectations and projections about future

events and are provided for illustrative purposes only; they are not guarantees, assurances, or definitive statements of fact or probability.

Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond BOXABL’s

control. BOXABL undertakes no obligation to update or revise these statements, except as required by law.

For

further information about the Company, please visit www.boxabl.com.

SOURCE

BOXABL Inc.

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