Boxabl Inc. Files 8-K for Bylaw Amendments and Financials

TL;DR

BOXABL filed an 8-K for bylaw changes & financials. Check for governance updates.

AI Summary

BOXABL Inc. filed an 8-K on August 22, 2025, reporting events as of August 20, 2025. The filing primarily concerns amendments to its Articles of Incorporation or Bylaws and includes financial statements and exhibits. The company, incorporated in Nevada with its fiscal year ending December 31, is involved in residential building construction.

Why It Matters

This 8-K filing indicates potential changes to Boxabl's corporate governance and provides updated financial information, which could impact investor understanding of the company's structure and performance.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure of amendments and financial statements, not indicating immediate financial distress or significant operational shifts.

Key Players & Entities

• BOXABL Inc. (company) — Registrant
• August 20, 2025 (date) — Earliest event date
• August 22, 2025 (date) — Filing date
• Nevada (location) — State of incorporation

FAQ

Key Financial Figures

• $0.00001 — Non-Voting Series A-3 Preferred Stock, $0.00001 par value Non-Voting Series A-2 Prefe

Filing Documents

• form8-k.htm (8-K) — 44KB
• ex3-1.htm (EX-3.1) — 46KB
• 0001641172-25-025205.txt ( ) — 321KB
• box-20250820.xsd (EX-101.SCH) — 4KB
• box-20250820_def.xml (EX-101.DEF) — 27KB
• box-20250820_lab.xml (EX-101.LAB) — 40KB
• box-20250820_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED 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): August 20, 2025 BOXABL Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-56579 85-2511929 (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 240.13(c)) Securities registered pursuant to Section 12(b) of the Act: None. Securities registered under Section 12(g) of the Act: Non-Voting Series A-3 Preferred Stock, $0.00001 par value Non-Voting Series A-2 Preferred Stock, $0.00001 par value Non-Voting Series A-1 Preferred Stock, $0.00001 par value Non-Voting Series A Preferred Stock, $0.00001 par value Common Stock, $0.00001 par value (Title of Class) 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As discussed in the Definitive Information Statement filed on July 7, 2025, BOXABL INC. (the "Company") has filed its Seventh Amended and Restated Articles of Incorporation (the "7 th A&R Articles") and related Certificate to Accompany the Amended and Restated Articles with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.390 and 78.403, with an effective date of August 20, 2025. The effective 7 th A&R Articles have been included as an exhibit to this current report on Form 8-K. The 7 th A&R Articles will eliminate all references to a "Deemed Liquidation Event". A "Deemed Liquidation Event" under the Company's Sixth Amended and Restated Articles of Incorporation included certain mergers, consolidations, statutory share exchanges, or sales of subsidiaries that own substantially all of the Company's assets. Upon the occurrence of a Deemed Liquidation Event, Preferred Stockholders would have been entitled to receive a liquidation preference as if the Company had been liquidated, even if the Company continued as a going concern. As a result of the filing of the Seventh Amended and Restated Articles of Incorporation, these types of transactions will no longer automatically trigger the liquidation preference rights of the Preferred Stock. The approval of the stockholders of the Company holding at least a majority of the voting power of the outstanding shares was received on July 7, 2025, through the shares controlled by two of the Company's stockholders, Paolo Tiramani and Galiano Tiramani, each of whom serves as a director of the Company, in accordance with Nevada law. Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 3.1 Seventh Amended and Restated Articles of Incorporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. 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 22, 2025 By: /s/ Martin Noe Costas Martin Noe Costas Chief Financial Officer and Principal Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR