UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||