Form 8-K

8-K — BOXABL Inc.

Accession: 0001493152-26-042627

Filed: 2026-09-15

Period: 2026-09-11

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)

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EX-10.2 (ex10-2.htm)

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2026-09-11

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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 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 ☒

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.

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.

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Dear

Larry King,

are pleased to offer you employment with BOXABL at 5345 E North Belt Road Suite 115, North Las Vegas, NV 89115. We would like you to

join our team as a Chief Financial Officer.

You

will report to: Paolo Tiramani, Co-CEO

Upon

your acceptance of this offer, your tentative start date will be: 09/14/2026 which is contingent on passing a background check.

This

is a full-time position and you will be classified as an exempt employee with a salary of $300,000.00, payable every other

week as per the standard payroll practices of the company. Your earnings are subject to deductions for taxes and other withholdings

as required by law or company policy.

Employee

Benefits: Our employee benefits package includes paid time off and medical, dental, and vision benefits. Our Company provides group

carrier health, dental and vision insurance plans to all full-time employees. Coverage is offered either on an individual, employee and

spouse, employee and dependents or family plan. Employee must sign up for benefit coverage within the first 30 days of employment. Insurance

coverage begins on the first day of the first month following 30 days of full-time employment. Your insurance will begin the first of

the month after 30 days of employment on November 1, 2026. Your benefit contribution payment will be designated by a monthly

$um that is divided between bi-weekly paychecks.

PTO:

You can earn up to a maximum of 120 hours of PTO per year, which begins to accrue after your first day and is equivalent to approximately

three weeks on an annual basis which is available for use after 90 days of employment with BOXABL.

Holiday:

After 90 days of full-time employment, you will be eligible for the following paid holidays: New Year’s Day, Memorial Day, Independence

Day (July 4th), Labor Day, Thanksgiving, and Christmas.

Introductory

Period: As an employee, after the completion of your 90-day introductory period, you will be eligible to receive certain employee

benefits including paid time off and paid holidays.

Please

Note: During the introductory period you will be evaluated on your performance, attendance, and any key metrics the company deems

fit for your role. You should note that the company may modify job titles, salaries, and benefits from time to time as it deems necessary.

At-Will

Employment: We are excited about your joining our team and look forward to a beneficial and productive relationship. Nevertheless,

you should be aware that your employment with BOXABL constitutes at-will employment. As a result, you are free to resign at any time,

for any reason or for no reason. Similar1y, the company is free to conclude its employment relationship with you at any time, with or

without cause, and with or without notice. We request that, in the event of resignation, you give the company at least two weeks’

notice.

Page: 1 of 2

BOXABL

reserves the right to conduct background checks and/or reference checks on all its potential employees. Your job offer is Contingent

upon clearance of a background check and/or reference check if any.

For

purposes of federal immigration law, you. will be required to provide to BOXABL documentary evidence of your identity and eligibility

for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire or

our employment relationship with you may be terminated.

accepting this offer, you also agree that throughout your employment, you will observe all Company rules governing the conduct of our

business and employees including any policies protecting employees from illegal discrimination and harassment.

a company employee, you will be expected to abide by the company’s rules and standards and code of conduct policy. During your

onboarding orientation you will be requested to sign acknowledgment and understanding of these important company policies.

During

your employment, you may have access to trade secrets and confidential business information belonging to the company, including client

lists, financial information, marketing plans, and other confidential materials. By accepting this offer of employment, you agree to

sign the company’s standard “Confidential Information Agreement”, if you have not already done so.

This

letter, along with any agreements relating to proprietary rights between you and BOXABL set forth the terms of your employment with the

company and supersede any prior representations or agreements including, but not limited to, any representations made during your recruitment,

interviews, or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, it is at-will employment

provision, may not be modified or amended except by a written agreement signed by the Company and you.

You

acknowledge that this offer letter represents the entire agreement between you and BOXABL and that no verbal or written agreements, promises

or representations that are not specifically stated in this offer, are or will be binding upon BOXABL.

you are in agreement with the above offer, please sign below. This offer is in effect for three business days and offer of employment

may terminate if it is not accepted, signed, and returned by 09/14/2026. If you have any questions regarding this offer, please contact

the Human Resources Department.

look forward to you joining the BOXABL team!

Sincerely,

Human

Resources Team

/s/

Larry King

9/14/26

Page: 2 of 2

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

Dear

Heather Clayton,

are pleased to offer you employment with BOXABL at 5345 E North Belt Road Suite 115, North Las Vegas, NV 89115. We would like you to

join our team as a Chief Accounting Officer.

You

will report to: Martin Costas, Chief Financial Officer

Upon

your acceptance of this offer, your tentative start date will be: 09/28/2026 which is contingent

on passing a background check.

This

is a full-time position and you will be classified as an exempt employee with a salary of $250,000.00, payable every other week

as per the standard payroll practices of the company. Your earnings are subject to deductions for taxes and other withholdings as required

by law or company policy.

Bonus:

To be determined by senior management

Stock

Grant: Subject to Board approval, you will be eligible to receive an award under the Company’s 2026 Incentive Plan, with the

specific terms (including size, vesting, and conditions) to be set forth in an individual award agreement. The award agreement, once

executed, will govern the terms of your participation.

Employee

Benefits: Our employee benefits package includes paid time off and medical, dental, and vision benefits. Our Company provides group

carrier health, dental and vision insurance plans to all full-time employees. Coverage is offered either on an individual, employee and

spouse, employee and dependents or family plan. Employee must sign up for benefit coverage within the first 30 days of employment. Insurance

coverage begins on the first day of the first month following 30 days of full-time employment. Your insurance will begin the first of

the month after 30 days of employment on November 1, 2026. Your benefit contribution payment will be designated by a monthly sum

that is divided between bi-weekly paychecks.

PTO:

You can earn up to a maximum of 120 hours of PTO per year, which begins to accrue after your first day and is equivalent to approximately

three weeks on an annual basis which is available for use after 90 days of employment with BOXABL.

Holiday:

After 90 days of full-time employment, you will be eligible for the following paid holidays: New Year’s Day, Memorial Day, Independence

Day (July 4th), Labor Day, Thanksgiving, and Christmas.

Introductory

Period: As an employee, after the completion of your 90-day introductory period, you will be eligible to receive certain employee

benefits including paid time off and paid holidays.

Please

Note: During the introductory period you will be evaluated on your performance, attendance, and any key metrics the company deems

fit for your role. You should note that the company may modify job titles, salaries, and benefits from time to time as it deems necessary.

Page 1 of 2

At-Will

Employment: We are excited about your joining our team and look forward to a beneficial and productive relationship. Nevertheless,

you should be aware that your employment with BOXABL constitutes at-will employment. As a result, you are free to resign at any time,

for any reason or for no reason. Similarly, the company is free to conclude its employment relationship with you at any time, with or

without cause, and with or without notice. We request that, in the event of resignation, you give the company at least two weeks’

notice.

BOXABL

reserves the right to conduct background checks and/or reference checks on all its potential employees. Your job offer is contingent

upon clearance of a background check and/or reference check if any.

For

purposes of federal immigration law, you will be required to provide to BOXABL documentary evidence of your identity and eligibility

for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or

our employment relationship with you may be terminated.

accepting this offer, you also agree that throughout your employment, you will observe all Company rules governing the conduct of our

business and employees, including any policies protecting employees from illegal discrimination and harassment.

a company employee, you will be expected to abide by the company’s rules and standards and code of conduct policy. During your

onboarding orientation, you will be requested to sign acknowledgment and understanding of these important company policies.

During

your employment, you may have access to trade secrets and confidential business information belonging to the company, including client

lists, financial information, marketing plans, and other confidential materials. By accepting this offer of employment, you agree to

sign the company’s standard “Confidential Information Agreement”, if you have not already done so.

This

letter, along with any agreements relating to proprietary rights between you and BOXABL set forth the terms of your employment with the

company and supersede any prior representations or agreements including, but not limited to, any representations made during your recruitment,

interviews, or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, it is at-will employment

provision, may not be modified or amended except by a written agreement signed by the Company and you.

You

acknowledge that this offer letter represents the entire agreement between you and BOXABL and that no verbal or written agreements, promises

or representations that are not specifically stated in this offer, are or will be binding upon BOXABL.

you are in agreement with the above offer, please sign below. This offer is in effect for three business days and offer of employment

may terminate if it is not accepted, signed, and returned by 09/09/2026. If you have any questions regarding this offer, please contact

the Human Resources Department.

look forward to you joining the BOXABL team!

Sincerely,

Human Resources Team

/s/

Heather Clayton

Heather

Clayton

09/04/2026

Page 2 of 2

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