BOXABL Inc 8-K, filed Sep 15, 2026
BOXABL Inc. (BXBL)
About this 8-K
BOXABL Inc filed this 8-K on September 15, 2026, reporting on events of September 11, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
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 5.02 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.
In 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.
In 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 | ||
Exhibit 10.1
Dear Larry King,
We 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.
By 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.
As 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.
If 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.
We look forward to you joining the BOXABL team!
Sincerely,
Human Resources Team
| /s/ Larry King | |
| Larry King | 9/14/26 |
| Page: 2 of 2 |
Exhibit 10.2
Dear Heather Clayton,
We 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.
By 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.
As 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.
If 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.
We look forward to you joining the BOXABL team!
Sincerely,
Human Resources Team
| /s/ Heather Clayton | |
| Heather Clayton | 09/04/2026 |
| Page 2 of 2 |