UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2025

or

For the transition period from to _________________________ to __________________________________

Commission file number: 000-56579

BOXABL Inc.

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As of June 30, 2025, the aggregate value of shares of our Common Stock held by non-affiliates was $14,991,000, based on a per share price of $0.80, the last sale price of our non-voting Series A-3 Preferred Stock, which converts into shares of Common Stock on a 1:1 basis upon the happening of certain events.

As of March 27, 2026, the registrant had 3,000,000,000 shares of Common Stock outstanding.

BOXABL Inc.

Form 10-K

TABLE OF CONTENTS

Unless expressly indicated or the context requires otherwise, the terms “BOXABL,” “the Company,” “we,” “us,” and “our” in this document refer to BOXABL Inc., a Nevada corporation, and, where appropriate, its subsidiaries.

Unless otherwise indicated, dollar amounts above $1,000 in this Report have been rounded to the nearest thousand, million or billion, as applicable.

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Report may contain forward-looking statements and information relating to, among other things, the Company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the Company’s management. All statements contained in this Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I

Item 1. Business

The Company is subject to reporting under the Securities Exchange Act of 1934, as amended, and prepares annual and periodic reports filed with the Securities and Exchange Commission. These reports are available at http://www.sec.gov, as well as free of charge on the Company’s website at http://ir.boxabl.com. In addition, the Company uses, and will continue to use, its website, press releases, and various social media channels, including its X (formerly known as Twitter) account (x.com/BOXABL), its LinkedIn account (https://www.linkedin.com/company/BOXABL/), its Facebook account (facebook.com/BOXABL), its TikTok account (tiktok.com/BOXABL), its Instagram account (instagram.com/BOXABL), and its YouTube account (youtube.com/@BOXABL), as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated in press releases and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releases and on the social media channels identified above, as such information could be deemed as material information.

BOXABL Overview

BOXABL is on a mission to bring building construction in line with modern manufacturing processes by creating a superior residential and commercial building that can be completed in far less time and cost than traditional construction. Our core vision to achieve this is the “Building Box,” which consists of a building system with room modules (“Boxes”) that ship to site at a low cost and can be stacked and/or connected to build most any shape and style of finished buildings.

BOXABL has developed a new type of building system using advanced manufacturing processes and by applying existing technologies and processes developed by the automotive industry. Our Boxes, beginning with the “Casita,” result in sustainable high-quality buildings at lower cost, benefiting from mass production practices, resolving the problems of housing shortages by offering a quick solution, and reducing the carbon footprint. The Company has also developed patented folding and shipping technology, enabling the Company to transport its building solutions on existing roadways to serve large geographic areas.

The BOXABL vision represents a new take on modular construction, designed to result in sustainable, high-quality buildings at lower cost, benefit from mass production practices, address the problems of housing shortages by offering a quick solution, and reduce carbon footprint compared to traditional construction practices. Our patented folding design allows for the largest possible room sizes that can be fit onto standard shipping dimensions, within existing highway, sea and rail transportation configurations, allowing more delivery options and avoiding the cost and complexity of shipping oversized loads. In addition, the assembly of Boxes in a controlled factory setting improves overall safety and quality control, as less construction work is needed at the build site. Ultimately, our vision of modular construction is designed to enable homebuilders to dramatically reduce build time and costs with improved quality.

In January 2020, at the Las Vegas Builder’s show, we formally launched the BOXABL Casita, a 19’ X 19’ Box, featuring a full-size kitchen, bedroom, bathroom, and living area, that folds down to 8.5’ wide for shipping. In response to strong consumer and developer interest in our Casita, including orders for 156 Casitas from ADS Inc., a supplier to the federal government, we moved quickly to secure and build out our manufacturing facilities.

At our origins, we had initially identified production capacity and manufacturing as the primary constraints to scaling the business. In response, we executed a strategic expansion plan, securing leases for three manufacturing facilities totaling 421,823 square feet and significantly increasing headcount to support the anticipated demand. We leased our first facility (173,720 square feet) (“Factory Building 1”) in December 2020 and further expanded our manufacturing capacity in 2022 and 2023 through the 2023 lease of an adjacent 114,613 square feet (“Factory Building 2”) and a 2022 lease of a 132,960 square feet facility (“Factory Building 3”). We also expanded our manufacturing and administrative teams to support the anticipated demand. However, as the business evolved, it became evident that the sales cycle for our products was inherently prolonged due to regulatory, permitting, sitework, and financing requirements, which often extended the time from initial customer engagement to project completion to between six and eighteen months. Recognizing this dynamic, our management team prioritized efforts to streamline the applicable jurisdiction approval process for our products, established a network of preferred dealers and installers, and enhanced market penetration. As part of this strategic realignment, management formalized our go-to-market strategy, focusing on securing regulatory approvals, and optimizing sales execution. Additionally, BOXABL has allocated funds toward research and development, leading to the introduction of new products to the market. These innovations are expected to expand BOXABL’s addressable market, improve customer adoption, and further differentiate our offerings within the industry. These initiatives are intended to accelerate revenue conversion, improve operational efficiency, reduce costs, and position BOXABL for sustainable long-term growth.

To date, BOXABL has secured state modular housing approvals in California, Nevada and New Mexico. It has also secured approval for plan sets for the Casita in South Carolina under its statewide modular program and obtained its manufacturers license in South Carolina. BOXABL has achieved preliminary plan approval for the Casita model in Texas and is in process for plan approval in Colorado. BOXABL is also completing the process to be licensed to produce and sell commercial modular structures in California. BOXABL has also achieved preliminary approval as a recreational vehicle manufacturer in the state of Nevada. The Company had originally obtained approval for its Casita in Arizona in December 2023. However, the Arizona Department of Housing revoked this approval in May 2024 due to installation issues identified at one customer site in Arizona. The Company has assessed that these issues resulted from improper installation rather than the Company’s product and it is in active discussions with officials in Arizona to resolve the matter. The Company also determined that statewide approvals were not required in an additional 11 states and tribal lands.

To further facilitate the sales process, BOXABL has established a network of preferred dealers and installers, referred to as the “BOXABL Directory”, who have been trained by us on our product offering and are knowledgeable about the local permitting, sitework and financing environment to coordinate the process of a BOXABL customer’s project journey from initial site visit, quote, permitting, sitework, installation, to closing permits at completion, warranty assistance, and post sales customer service. We currently have 80 dealers/installers (each a “Dealer/Installer”) in the BOXABL Directory operating in 11 states, primarily states where we have had positive market penetration. As the Company’s products obtain additional approvals throughout the country, the Company expects to utilize these systems to execute additional sales in these territories, with faster ramp up time. In addition, during 2025, the Company increased its in-house sales team to increase its direct engagement with the end user consumer and to act as dealers where permissible to supplement the activities of the dealers in the BOXABL Directory. As of March 27, 2026, BOXABL has manufactured 795 Casitas and completed delivery of 312 Casitas in 10 states, including Arizona, Nevada, California, Oklahoma, Utah, New Mexico, and South Carolina.

We have also seen significant interest in varied configurations of Boxes. In response to this customer demand, in January 2025, we introduced our Phase 2 Modular Building System, comprising Boxes (modules) in varying dimensions that stack and/or connect. This system can be configured and customized by architects and engineers, enabling the Boxes to be configured in different building types and floorplans with minimal manufacturing SKUs. This next generation of modular building construction utilizes a systems architecture approach, constructing nominally sized boxes that will stack and connect to build from four hundred (400) to several thousand square foot single or multi-family residential buildings. We are working with a number of land developers and homebuilders to align the development of our Phase 2 product line with market demand, based on their customers’ requirements, and have begun marketing to developers for this product line. We are developing building plans for multiple state approvals with a flagship model built using this new generation of design, and as of March 27, 2026, are working towards the approval process for this in various states. We also launched a prototype of our Baby Box, a 120 square foot RV, in January 2025, to attract customers looking for temporary accommodation. Further, we developed one-bedroom and two-bedroom Casita configurations- which are configured by connecting two 361 sq. ft. Boxes to create a 722 sq. ft. home. This is currently being offered in the California ADU market, as the Company obtained California statewide approval for its two-bedroom Casita model in November 2025. In 2025, the Company introduced Sanctuary, a product currently in research and development. Sanctuary is a modular housing system available in single (55 sq. Ft.) and double (85 sq. Ft.) occupancy layouts. Sanctuary is designed for rapid deployment in emergency response situations. Neither configuration of the product contains a kitchen or bathroom. These were not included as emergency housing typically contains communal centers in which these amenities are provided. We will continue to evaluate market demand to assess further development of our product offerings.

BOXABL was first organized as a limited liability company in Nevada on December 2, 2017, and reorganized as a Nevada corporation on June 16, 2020. Our core technology was invented by our Co-Chief Executive Officers, Paolo and Galiano Tiramani, and Chief Product Officer, Kyle Denman. Until June 15, 2023, the technology was owned by Build IP LLC, a Nevada limited liability company, formed as a holding company for the intellectual property (“Build IP”), owned by our Co-Chief Executive Officer, Paolo Tiramani. Under an exclusive licensing agreement, BOXABL paid Build IP a license fee equivalent to 1% of the net selling price generated by the sale of Casitas. On June 15, 2023, BOXABL merged with 500 Group, Inc., a Nevada corporation that is controlled by Paolo Tiramani and parent to Build IP (“500 Group”). As a result of this merger, all of the intellectual property held by Build IP now belongs to BOXABL and the former licensing agreement is now void.

Merger

On August 4, 2025, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among the Company, FG Merger II Corp., a Nevada corporation (“FGMC”), and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger Sub”). The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, the Company (as the surviving company in the First Merger) will merge with and into FGMC (the “Second Merger”), with FGMC continuing as the surviving public company (the “Surviving Pubco”). By virtue of the consummation of the Mergers, the Surviving Pubco will change its name to BOXABL Inc.

At the effective time of the First Merger, each share of the Company’s common stock (other than certain excluded shares and any shares held by stockholders who properly exercise and do not lose their dissenter’s rights under applicable Nevada law) will be converted into the right to receive a number of shares of common stock of the Surviving Pubco, as determined by the common exchange ratio set forth in the Merger Agreement. Each share of the Company’s preferred stock will be converted into the right to receive shares of Surviving Pubco’s preferred stock as determined by the preferred exchange ratio set forth in the Merger Agreement. For additional information about this transaction, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The BOXABL Solution

The BOXABL products represent a new vision of modular construction techniques. BOXABL’s Boxes are part of a factory-assembled room module system that can be quickly deployed, stacked and/or connected on site which allows homebuilders to dramatically reduce build time and costs with increased quality and more features.

Manufacturing a large volume of homes in a factory setting requires a feasible shipping solution, avoiding the need for oversized loads, which require extra permitting, follow and lead cars, police escorts, restricted routes and other problems that increase costs and complexity. Our patented folding design allows for the largest possible room sizes that can fit onto standard shipping modes. Our Boxes’ compact dimensions fit within existing highway, sea and rail transportation configurations, which allows economical delivery options for shipment. The assembly of our Boxes in a controlled factory setting improves overall safety and quality as less construction work is needed at the construction site. Once the Boxes arrive at the site, they are typically installed by one of the installers within the BOXABL Directory or by a BOXABL employee, who completes the unfolding and setup work required to finish the home installation. A typical installation of the Casita model Box can be completed in one day.

Market Opportunity

We believe the Casita has the potential to be a key player in the Accessory Dwelling Unit (“ADU”) market. Archive Market Research (https://www.archivemarketresearch.com/reports/accessory-dwelling-unit-adu-230538) sized the United States market at $4.6 billion in 2025 and projects growth to $12.9 billion by 2030. While we believe ADUs are an accessible entry point to the market, BOXABL expects to broaden its market beyond small residential units to address the broader housing market. Our proposed Phase 2 Modular Building System is designed to meet the demand for attainable residential housing. According to Mordor Intelligence (https://www.mordorintelligence.com/industry-reports/north-america-modular-construction-market) the North America modular construction market was $19.8 billion in 2025 and is projected to grow to $26.6 billion in 2031. According to Research and Markets (https://www.researchandmarkets.com/report/residential-construction?srsltid=AfmBOorVESuWgecl-RWOaFCMXVE0phXxW2vaV9IQQH77mmkCrun77smW) the United States residential construction market was $5.8 trillion in 2025 and is projected to grow to $8.7 trillion by 2032.

We also market our Baby Box to the RV market, which, according to Market Research and Mordor Intelligence (https://www.marketresearch.com/Mordor-Intelligence-LLP-v4018/Recreational-Vehicles-c884/1.html) was $35.7 billion in 2025 and is projected to grow to $52.7 billion by 2030.

We envision that BOXABL products will be able to be used in a wide range of building types — residential, commercial, disaster relief, mid-rise multi-family apartments, military, labor housing and more, further expanding our addressable markets.

Strategy

While we remain firmly committed to product quality and innovative design, alongside continued advancements in manufacturing and efficient shipping, our strategy has evolved from standalone product sales to also offering turnkey solutions to our customers. For most consumers, these include comprehensive support covering permitting, land and site preparation, installation, and project completion. We extend similar end-to-end turnkey offerings to select larger developments where strategic opportunities align. We believe this broader customer involvement will strengthen brand loyalty, enhance satisfaction, and provide us valuable insights to optimize our core operations, production scaling, and inventory management. In line with increasing customer involvement, BOXABL has begun applying for both manufacturer and dealer licenses in all states that have such requirements for the sale of factory-built homes and structures.

Our Boxes

The first product BOXABL launched was the Casita, a 19’ X 19’ room that folds down to 8’6” wide for shipping and still has sufficient space for factory-installed kitchens, bathrooms and appliances. Each Casita unit is a separate 361 sq ft Box that is pre-wired and pre-plumbed. Our Casita can be configured for sale as a modular home installed on site in a fixed location.

The Casita allowed us to establish our brand, scale up our factory, generate production, develop our supply chain, engineer and re-engineer our products based on real application, receive regulatory approvals, implement the BOXABL Directory, and onboard investors.

To expand the Company’s addressable market, improve customer adoption, and further differentiate BOXABL from traditional building methods, in January 2025, we announced our Phase 2 Modular Building System prototype. The Phase 2 Building System is comprised of Boxes of varying sizes. These are: 20’ X 20’, 20’ X 30’, and 20’ X 40’ Modules. These fold down to 20’, 30’ & 40’ lengths by an 11’10” width for shipping. The Phase 2 Modular Building System includes factory-installed kitchens and bathrooms. The Phase 2 system also transitions from the structural insulated panels (SIPS) to traditional steel frame wall construction, which has reduced construction cost and increased stacking height. We also anticipate faster approval due to the more traditional construction of steel framing. We expect that the Boxes in our Phase 2 Modular Building System will be more cost effective and more efficiently stacked and/or connected on site, thereby enabling larger floor plans to be assembled quickly on-site. We envision that our Phase 2 Modular Building System will ultimately be used to create single-family dwellings, townhouses, and low-rise apartment homes. Due to the large scale and engineering requirements, Phase 2 is being introduced to developers only.

In January 2025, BOXABL launched pre-sales for its Baby Box, a 120 square foot modern design towable RV, including a factory-installed kitchen and bathrooms, and is expected to fold down to 78” wide for transportation. In 2025, we developed one-bedroom and two-bedroom Casita configurations, connecting two 361 sq. ft. Casitas into a 722 sq. ft. home. This two-bedroom Casita is initially being offered for the California ADU market. In November 2025, the Company obtained California statewide approval for this two-bedroom Casita model. In 2025, the Company introduced Sanctuary. Sanctuary is a modular housing system available in single occupancy (55 sq ft) and double occupancy (85 sq. ft.) layouts. Sanctuary is in product development currently and is designed for rapid deployment situations, such as emergency response and natural disasters.

Our Phase 2 Modular Building System will require a new production line, with timing subject to demand. We anticipate beginning production of our Baby Box manually with low capital investment. We plan our 2 Casita configurations to be produced on our current production line.

We are also in the process of expanding into commercial modular strategy. As our initial step in this strategy, on December 2, 2025, BOXABL entered into a purchase order agreement, pursuant to a previously agreed upon work order for research and development and production of a modular amenities building. In 2025, the Company secured a key license in California as a Commercial Modular Manufacturer. The license enables BOXABL to manufacture and deploy its advanced modular units in compliance with California’s stringent building standards for commercial use, paving the way for broader market access and accelerated growth in one of the nation’s most dynamic markets.

Innovation

A limitation of factory-built buildings is the difficulty of shipping finished homes to the job site. We realized that innovation in modular construction would not be possible without innovation in shipping. BOXABL’s patented shipping technology allows us to serve large geographic areas from regional BOXABL factories. Directly as a result of our home folding and shipping technology and patents, we have been able to produce and deliver homes from our North Las Vegas, Nevada factory at costs substantially below others to neighboring states of Arizona, New Mexico, Nevada and California.

Our innovations in shipping are possible because of our unique methods for constructing the various building modules. Our “Building Box” system and Box design were created specifically to maximize repeatability in manufacturing and to optimize supply chain throughput. In addition, our reimagined manufacturing process is simplified and efficient, resulting in a sustainable, high quality, fast, and cost-effective solution. This has been achieved by reducing the number of individual components in the Box compared to a traditional building. Significantly fewer components result in significantly lower production costs in manufacturing.

Product Features

The BOXABL building system provides features that reduce pain points for builders and compelling benefits for homeowners. The BOXABL Casitas have the following features:

Our Phase 2 Modular Building System Boxes are expected to have most of the above features. In addition, they are expected to have the following additional features:

1. Optional fire-rated assemblies

The sheathing on frame construction allows for flexibility on the building envelope. Insulative sheathing can be exchanged for fire rated sheathing with shared walls/ceilings/floors where the additional insulation is not needed, but a fire rated assembly is. Sprinkler system installation is also much more flexible with the Phase 2 construction due to the additional voids/cavities of framed construction versus current generation SIP, structural insulated panels which are closed.

2. Steel Framing System

The Phase 2 framing system integrates standard framing conventions with our proprietary BOXABL grid architecture. This hybrid design provides enhanced flexibility for varying layouts and connections while employing prescriptive approaches to structural members and predefined load paths. As a result, it significantly reduces the need for extensive structural analysis and review across different designs, as load paths are prescriptively defined and pre-validated.

In Phase 2, we have recently launched our townhouses and single-family houses, which we are currently marketing to developers. These larger-scale products leverage the Phase 2 system to enable customizable, multi-module configurations (including stackable and connectable designs) suitable for residential developments, B2B projects, and communities—expanding beyond single-unit ADUs while maintaining manufacturing efficiency, cost advantages, and regulatory streamlining.

Product Pricing

Our cost-effective approach to production and shipping allows us to sell BOXABL Boxes at competitive prices. The retail price for our initial product, the 361 square foot BOXABL Casita, is $60,000, representing about $166/sq. ft, including kitchen, bathroom, and stainless steel appliances. In addition, our recently developed 722 sq. ft. two Casita configurations (subject to obtaining state approvals) are anticipated to be priced at an introductory price of $100,000 for a one-bedroom configuration and $110,000 for a two-bedroom configuration, representing about $139/sq. ft. and $152/sq. ft., respectively. These prices do not include shipping, land, permits, or site development, which have historically been the responsibility of the customer. However, we recently began offering “all-inclusive” prices for each of the above products. The all-inclusive prices for the Casita, one-bedroom, and two-bedroom units are $150,000, $195,000, and $210,000, respectively. These prices include the aforementioned costs that had previously been outsourced to general contractors: shipping, permitting, site preparation, and similar expenses. Note that the prices do not include any applicable taxes. By offering these packages, we are able to streamline the process of customers obtaining our products- from start to finish, thereby reducing friction and creating the potential for increased revenue. We believe that the BOXABL solution is an attractive option for ADU purchasers, especially when compared to building costs in states like California.

Previously, customers of our Casita configurations were required to pay a non-refundable order fee to connect them with a Dealer/Installer in their local area who would be responsible for moving their project forward. However, in Q4 2025, the Company changed this approach and began offering feasibility analyses to customers for a fee of $1,000. This feasibility analysis is conducted by BOXABL employees, who determine if the customer’s project is eligible to move forward based on their site location- specifically, ensuring compliance with local zoning regulations.

In addition to the Casita, our recently announced Baby Box has an MSRP of $29,999 and was launched in January 2025 for pre-orders with an introductory order price of $19,999. Due to the lack of on-site preparation work, as well as other traditional costs associated with building a home, we anticipate the Baby Box to be an attractive RV living solution at a very affordable price. A potential start date for production has not yet been finalized.

Our Phase 2 Modular Building System is initially being offered in quantities of 50+ Boxes. We expect pricing will be based on negotiation and dependent on the specific configurations and other factors.

Sales and Marketing

Our marketing efforts for our products are driven primarily through our social media digital advertising, website waitlist, participation at trade shows (notably the International Builders Show and Disaster Expo in Houston), and periodic press releases. We are also in the process of establishing, through a subsidiary, an RV dealer in Nevada through which to sell our Baby Box. Following the launch of our Phase 2 Modular Building System, which is only available to potential purchasers of 50+ Boxes, we have been working closely with a number of land developers and home builders who have expressed interest in the product. Sales of our Phase 2 Boxes will likely require significant factory modification after obtaining any required state or regulatory approvals.

In February 2026, the Company completed its re-design of its website to enhance its sales and marketing efforts, along with reflecting significant changes that had occurred, such as all-inclusive pricing. The new www.boxabl.com was designed with the goal to make buying a home as easy as shopping online with built-in financing and streamlined lead conversion. To reduce manual overhead, automated virtual site analysis and dedicated pages for developers and public sector agencies were also implemented. Further, in March 2026, the Company launched a chatbot on its website. The Company expects this integration of AI to assist customers with product inquiries, guide them through available options, and streamline the process of placing orders for Boxes.

Historically, we received significant consumer interest following the launch of our Casitas as potential customers joined our online waitlist. This was referred to as a waitlist because our ability to execute sales of our Casitas experienced various delays due to preparatory steps that need to be taken in order to arrange for the delivery and installation of Casitas to the homesite. Key among these was the time to obtain the required state modular approvals, along with the time needed to prepare the site for installation, including site surveys, local permitting, site preparation work, and the qualification process for various financing options available to purchasers to fund their purchase price and the cost of site work. In 2025, as we gained state approvals, we conducted a comprehensive refresh of the former “waitlist”, now a source of leads, to confirm continued customer interest and identify prospective buyers who were ready to advance into the sales process. In 2025, we also introduced our all-inclusive pricing strategy. This streamlines the process of customers obtaining our products- from start to finish, thereby reducing friction and creating the potential for increased revenue. See Product Pricing for more detail.

Most states require various dealer and installer licenses in order to sell and install modular homes. The BOXABL Directory connects potential purchasers with a network of preferred BOXABL dealers to facilitate sales with end customers, as well as licensed installers knowledgeable about our products. Some of the BOXABL Dealers/Installers that we have trained hold licenses in multiple states, which allows them to support our operations in multiple areas. The BOXABL Directory provides a platform for BOXABL to expand its sales and installation operations throughout states where our product can be sold and we expect to leverage and grow our network as our business and product lines grow. To maintain better direct contact with potential customers and to better drive the sales process, BOXABL has begun applying for both manufacturer and dealer licenses in all states that have such requirements for the sale of factory-built homes and structures. BOXABL maintains active manufacturer licenses in Nevada, Arizona, Alabama, Idaho, Iowa, Oregon, and South Carolina, as well as dealer licenses in Arizona, Nevada, and South Carolina, and is in process of obtaining dealer licenses in Alabama, Colorado, Louisiana, Maine, Mississippi, Missouri, Montana, New Hampshire, Oklahoma, Tennessee, Virginia, Washington, West Virginia and Wisconsin. BOXABL is also licensed to manufacture commercial modular buildings in California, and is in the process of receiving its dealer license.

BOXABL has received customer preorders for 374 Boxes that are under contract as of March 27, 2026 with a monetary value of $25.7 million. This sales pipeline is secured by customer deposits. As installations continue in our approved states and begin in others awaiting final approval, we expect organic marketing visibility and real-life project examples to motivate greater numbers of customers to proceed with Casita orders as a cost-effective ADU product.

Smart Manufacturing

BOXABL Boxes are not built like traditional homes, as they have been engineered with mass production in mind. This design includes a significant reduction in the number of standard components compared to traditional construction, enabling a more efficient manufacturing process. For example, Casitas are built with laminated panel technology instead of a standard stick frame construction. This means each wall panel that BOXABL manufactures consists of fewer individual components. A comparable traditional wall has many individual components and requires the utilization of separate skilled tradespeople to complete (e.g., framing, electric, plumbing, sheetrock, exterior finish, etc.). Many raw materials in the BOXABL Boxes are processed by computer numerical control (CNC) equipment to cut and form materials to a given design, which enables a standardized manufacturing process. BOXABL has implemented a MES (Manufacturing Execution System) solution to collect traceability data and to support the manufacturing operations.

Cumulatively, we have produced 795 Boxes as of March 27, 2026, with 73 Boxes produced in the year ended December 31, 2025, and we continue to realign production levels in response to the length of the expected sales cycle, including permitting and execution of site works, to avoid excess inventory holding costs.

Our Phase 2 Modular Building System, while adopting some traditional building materials, and our Baby Box, are expected to benefit from efficiencies in our manufacturing process. As mentioned above, this includes a reduced number of unique building components compared to traditional construction, and our use of computer numeric control (CNC) equipment also increases standardization, repeatability, and quality.

Building Materials

Our laminated wall panel technology used in our Casita replaces standard lumber framing by including steel exterior skin, expanded polystyrene (EPS) foam, magnesium oxide board, and nonstandard lumber frame. We are able to source these materials from multiple suppliers and are not reliant on any particular vendor. Our Casita product is compatible with automation, CNC, and the factory environment.

In our Phase 2 Modular Building System, initially targeting large orders from developers, governments, or business entities, we expect to use a light gauge steel frame design utilizing a continuous insulated structural exterior sheathing and cavity insulation. Based on our market analysis, we believe using more traditional building materials for certain components will be more familiar to contractors and building inspectors.

While the Company is focusing on approved product offerings and not currently producing Phase 2 units, these units are critical for the Company’s product roadmap and to expand our building construction solutions. The Company expects that approximately 70% (based on dollar value) of Phase 2 raw materials will be sourced domestically. Since this supply chain is not yet formally established, and there is a possibility of domestic options not being viable, the Company may expand its product sourcing internationally. In addition, for Phase 2, BOXABL is also exploring vertical integration for producing steel framing. Steel framing is one of the most critical material inputs for Phase 2, and the ability to produce this in-house would likely improve quality control.

In our Baby Box, the structural panels are expected to use lightweight fiberglass structurally insulated panels, rather than a steel framed system. Our Baby Box Towable RV is expected to be constructed using structurally insulated panel construction with interior and exterior fiberglass skins. Initially, the Baby Box will be manufactured using existing equipment. In parallel, we are developing concepts for more automated and higher volume manufacturing.

While the Company is not currently producing Baby Box, the Company expects that approximately 50% (based on dollar value) of Baby Box will be sourced domestically.

Our Manufacturing Facilities

We worked with industry-leading consultants to develop a plan for maximizing production efforts through process efficiency and supply chain considerations. The Boxes and panels move through 15 main assembly stations in the factory, where different sections are completed, similar to the process at an automotive assembly line.

Our manufacturing facilities are comprised of three leased premises in North Las Vegas. We took possession of Factory Building 1 on May 1, 2021 (after signing the lease on December 29, 2020), on a sixty-five month lease. Factory Building 1 facility features 173,720 square feet of floor space, and was our first production facility producing Casita Boxes. On June 13, 2022, we entered into a seventy-three-month lease for 132,960 square feet of additional floor space in Factory Building 3 that enabled production efficiencies. For example, Factory Building 3 supports Factory Building 1 with warehousing. On May 2, 2023, we amended the Factory Building 1 lease agreement, expanding the leased space for purposes of establishing Factory Building 2. The term of the lease agreement for Factory Building 2 is forty-eight months, adding 114,613 square feet of floor space to the leased premises.

For details see “Item 2. Properties.”

We have allocated funds from our capital-raising activities for research and development expenditure relating to the planning for expansion into additional production facilities that will enable us to increase capacity and reach more customers in other geographic areas more efficiently. BOXABL is currently evaluating available sites in central regions of the United States for expansion. The progression of any such expansion would be based on demand for our products and other market conditions.

Inventory

We manufactured 73 Casitas during 2025, as compared to 140 Casitas during 2024, as we better aligned production levels with sales, to avoid excess inventory holding costs. Our management team undertook a strategy to better align the manufacturing activity with the timing of sales and deliveries. Following the approval of our Casita in all climate zones in California, we decided to rework certain of our existing Boxes to meet the California modular specification so that these Boxes are able to be sold in California. As a result, in 2025, approximately $7.1 million of inventory was reclassified from Finished Goods to Work-in-Process on the consolidated balance sheet. Also, following an inventory slow movement analysis in 2025, the Company determined to write down 68 Boxes that had been held in inventory for an extended time period and for which the Company determined that it was not cost effective to rework, resulting in an inventory write-down of $8.3 million.

As of December 31, 2025, BOXABL had 175 Casitas classified as finished goods in inventory and 192 Casitas classified as work-in-process in inventory.

Regulation

Our Boxes generally fall under different certification requirements depending on their intended use. BOXABL’s Casita can be configured for sale in various ways, including Park Model RV and/or Modular Home. BOXABL has obtained Modular Manufacturer Licensure and Certification for its studio Casita configuration in several States, including Nevada, California, New Mexico, and South Carolina. We had originally obtained approval for our Casita in Arizona in December 2023. However, the Arizona Department of Housing revoked this approval in May 2024 due to installation issues identified at one customer site in Arizona. We have assessed that these issues resulted from improper installation rather than our product and are in active discussions with officials in Arizona to resolve the matter.

The modular home units are classified as residential construction, referred to as “Modular” or “Factory-Built” units, depending on the definitions established in the Authority Having Jurisdiction (AHJ). In 2025, BOXABL Casitas were approved as a Modular home under the Residential Building Code by the Manufactured Housing Division.

Most states require the approval of a third-party testing and inspection company, for modular homes, to conduct product testing and factory inspections on behalf of the AHJ. There are several independent third-party inspection Agencies who provide such service, including ICC-NTA, Twining Consulting (dba RADCO), PFS-TECO, NOAH, & MA Consulting & Engineering (MACE, LLC), to test and inspect our Casitas for compliance in the applicable jurisdictions.

Some states (including Oklahoma, Wyoming, Kansas, West Virginia, Vermont, Alaska, Oregon, Connecticut, Delaware and New York) do not have state modular housing programs. In those states, our products may be deployed by obtaining a permit from the local building departments. This process has been validated for BOXABL Casitas used in several projects located in Utah and Oklahoma. Note that previously, Utah did not have a state modular housing program. However, on March 19^th, 2024, SB 168 was signed into law by the Utah Governor, making Utah the first state in over 25 years to establish a comprehensive, statewide regulatory program for modular and off-site construction, effective May 1, 2024.

Buyers/Builders are required to obtain local building permits, as well as those necessary for tying into local water and electric services. The permitting and scope of work required will be dependent upon the intended use.

In May 2023, we received a product listing from ICC-ES which indicates our Structurally Insulated Panels (SIP) used in our Casitas meet the international building codes, for use in residential construction. This report can be found at: https://icc-es.org/report-listing/ESR-4725/. BOXABL is the sole consumer of the Listed SIP, though it can be sold to others as a listed building product, used in residential construction.

For our Phase 2 Modular Building System, we are currently assessing the regulatory environment in states both with and without modular building programs, including evaluating the need for independent third-party inspection agencies on behalf of relevant AHJs. We are developing building plans for multiple state approvals with a flagship model built using this new generation of design, and are working towards the approval process for this in various states. One of these is California, which we intend to continue targeting due to its favorable legislation as a result of the housing shortage. With BOXABL certified in a number of states for the studio Casita configuration, we believe that it will be easier to obtain certification in other states for the studio Casita as well as for our Phase 2 Boxes and two Casita configurations.

For our Baby Boxes, we are currently assessing the regulatory environment and believe that we will be able to sell our Baby Boxes through authorized dealers in many states under the rules governing towable RV trailers, starting in our home state of Nevada, and expect to leverage our own Nevada dealer, once licensed. Our Sanctuary product is in development currently and we are assessing the regulatory environment applicable to this product.

Recent adoption of “Tiny Home” and ‘Accessory Dwelling Unit (ADU)’ regulations opens additional markets for BOXABL’s products. These regulations are still in their infancy and vary drastically from one jurisdiction to another. Under “Tiny House” rules, a unit built to Modular, PMRV, HUD, or NOAH standards may qualify for installation. BOXABL is actively engaged in developing these regulations and standards to increase safety and quality of units produced, while bringing uniformity to the emerging industry.

In Q3 2025, the California Department of Housing and Community Development (“HCD”) reduced the inspection burden on BOXABL Casitas shipped to their state. This arrangement streamlines the delivery process for BOXABL to California properties. Under California Title 25 §3032, new models produced at a manufacturing facility are initially subject to 100% inspection. Specifically, the first ten (10) units of a new model must be fully inspected and approved before any reduction in inspection frequency can be considered. After working closely with HCD, now only 25 percent of each BOXABL Casita Studio will require state inspection. This translates into units reaching the state quicker and getting into the hands of customers with increased efficiency.

Core Technology

The core technology covering the structural components of the Boxes and the folding system enabling transportation advantages used by the Company was developed by the Company’s Co-Chief Executive Officers, Paolo and Galiano Tiramani, and the Company’s Chief Product Officer, but the IP is fully owned by BOXABL, including IP acquired through BOXABL’s merger in June 2023 with 500 Group Inc. and the resulting acquisition of all patents and patent applications owned by Build IP, a subsidiary of 500 Group Inc., a company controlled by BOXABL’s founder and Co-CEO, Paolo Tiramani.

BOXABL has applied for and received patents for the structure and transportation of the BOXABL building system, covering important aspects of its commercial designs, and the foreseeable alternatives. The scope of protection generally extends beyond the design of the building structures and includes delivery, assembly, equipment, and techniques. Our patented technology allows us to create modular, prefabricated homes that are designed to fold up for transport which significantly decreases the cost of shipping & the complexity of installation.

Factory Patents

Structural Patents

Transportation Patents

Explanatory Endnotes

Trademarks

The Company holds the BOXABL trademark, which is registered in the United States, the European Union, and in certain other countries around the world. BOXABL aggressively enforces its rights in the BOXABL trademark whenever third-party uses of similar names are encountered.

Customers

We expect to continue generating sales volume from potential customers once we have obtained required state certifications for additional states and are able to build at our desired production levels. As of December 31, 2025, we have delivered 293 Casitas in total.

In December 2020, BOXABL received two purchase orders from ADS, Inc., to deliver 156 Casitas to a supplier for the federal government, recognizing revenue of $9.2 million, which were all delivered by the end of 2022. In addition, during 2022, BOXABL delivered 51 Casitas to a customer in Arizona, recognizing revenue of $3.1 million in 2022. During 2022, BOXABL also delivered 10 Casitas to other customers in Utah, Virginia, California, Texas, and Cuba. These initial orders allowed BOXABL to continue the development of its manufacturing procedures, to validate our business concept, including a cost-effective shipping solution applicable to remote areas, and obtain user feedback which was used to further develop the Casita product.

During 2023, BOXABL focused on obtaining modular home permitting, processing its applications in Arizona, California, Nevada and New Mexico. During 2023, we received purchase orders for a total of two Casitas from two customers and delivered 2 Casita Boxes to two customers located in Hawaii and Utah. During 2024, we continued to explore the potential approval in other states following our demand. In 2024, we started the approval process in Texas. Also, in 2024 BOXABL focused on developing its Phase 2 Modular Building System, which was announced in January 2025. In 2025, we obtained approvals to sell the Casita in Nevada and California, and plan set approval for the Casita in South Carolina.

During 2024, we delivered a total of 51 Casitas to 8 Customers: 24 Casitas to a customer located in Oklahoma; 6 Casitas to a customer in Arizona; 13 Casitas to a customer located in Nevada; and 8 Casitas to other customers.

In 2025, we delivered a total of 23 Casitas to 15 Customers: 6 Casitas to a customer located in South Carolina (Hideaway Inn), 14 Casitas to 11 customers located in California; and 3 Casitas to other customers.

Competition

Our competition can be broken into the following categories:

Employees

As of December 31, 2025, the Company had 128 employees, comprised of 49 direct hourly employees, 56 indirect salaried employees, 19 indirect hourly employees, and 4 field indirect hourly employees. This compares to 167 employees as of December 31, 2024, comprised of the Company’s 72 direct hourly employees, 58 indirect salaried employees, 31 indirect hourly employees, and 6 field indirect hourly employees. As of March 27, 2026, our facilities have 131 employees. BOXABL provides employees a share incentive plan to be awarded at the discretion of the Board of Directors (the “Board”). For details, see “Item 11. Executive Compensation – Equity Incentive Plan.”

In 2025, the Company made key hires across several departments with the intention of upskilling the team. We added an experienced Human Resources Manager, the sales team was reorganized to better align with the go-to-market strategy, and the compliance team added a building code inspector and a permits & licensing manager. The Company strengthened its finance team with the hiring of an Accounting Manager, a Systems Administrator, Staff Accountants, and a Financial Analyst. We also added an Investor Relations Manager, a General Counsel, and a Chief Technology Officer.

Systems

The Company retained Cyber Risk Opportunities to provide technology and technology security services to guide the Company’s investment into modernizing the Company’s tech stack in a cyber-resilient manner, including market-leading systems that improve operational efficiency in areas including accounting, spend management, inventory control, sales, customer relations, investor relations, and human resources. The investment into these systems aims to generate enterprise-wide transparency and provide a foundation for the Company’s internal controls.

In addition, in Q1 2026, the Company integrated an AI chatbot into its customer-facing website. The Company expects this integration of AI to assist customers with product inquiries, guide them through available options, and streamline the process of placing orders for Boxes.

Item 1A. Risk Factors.

Rule 421(d) of the Securities Act of 1933 (§230.421(d) of this chapter). Smaller reporting companies are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy.

Corporate Governance

Item 2. Properties.

Our principal office and our initial manufacturing facility are located at: 5345 East North Belt Road, North Las Vegas, Nevada, which also serves as our mailing address. We also have manufacturing facilities at 5445 East North Belt Road, North Las Vegas, Nevada and 5553 N. Belt Road, North Las Vegas, Nevada. Leasing information for these properties is described below.

Initial Manufacturing Facility (Factory 1)

On December 29, 2020, we entered into a lease for industrial space which we made into our initial manufacturing facility. We took possession on May 1, 2021 on a sixty-five-month lease and are currently in negotiations with the landlord to renew this lease. The address of the facility is 5345 E Centennial Pkwy, Building 1, North Las Vegas, NV 89115.

Material Lease Terms

Second Manufacturing Facility (Factory 3)

On June 13, 2022, we entered into a lease for additional industrial space which will support and enhance our operations at our initial manufacturing facility. We took possession on February 1, 2023, which is when the property had been made ready under the terms of the lease. The address of the facility is 5553 N. Belt Road, North Las Vegas, NV.

Material Lease Terms

Third Manufacturing Facility (Factory 2)

On May 2, 2023, we amended the lease agreement for the initial manufacturing facility to add space to be used as our third manufacturing facility for a term of forty-eight months. We took occupancy of the facility on June 1, 2023. The address of the warehouse is 5445 East North Belt Road, North Las Vegas, NV 89115.

Material Lease Terms

Item 3. Legal Proceedings.

Fron time-to-time, the Company is party to various legal proceedings and claims. When the Company deems a loss is both probable and can be reasonably estimated, we will accrue estimated costs. At this time, Management believes that the probability of a material loss from any known claim is remote. However, litigation is inherently uncertain, and it is not possible to predict the ultimate disposition of these proceedings.

Employment Matters

The Company initiated legal action against former employees who violated their employment agreements post-termination. Specifically, on or about June 13, 2023, the Company filed two lawsuits against former employees alleging claims including breach of contract, violations of the Computer Fraud and Abuse Act, violations of the Defend Trade Secrets Act, Conversion, unjust enrichment, breach of a covenant of good faith and fair dealing, and demand for temporary and permanent injunctive relief. One of these litigation matters remain pending, and the other matter reached a mutual settlement and release. Management does not anticipate the remaining matter will have a material impact on the Company’s results of operations or financial condition. Quantifying the resulting harm is complex and ongoing. The Company anticipates that judgment will be entered in its favor for a sum less than $250,000.

On or about March 2023, the Company uncovered potential misconduct by a former employee related to a stock scheme, the impact of which is challenging to measure. The Company filed a lawsuit against this former employee for breach of contract, violations of the Computer Fraud and Abuse Act, violations of the Defend Trade Secrets Act, Conversion, unjust enrichment, breach of the covenant of good faith and fair dealing and for a temporary and permanent injunction. The Company anticipates that judgment will be entered in its favor for a sum less than $1 million, but the investigation and extent of damages is ongoing.

The Company received notifications of employment-related charges filed by former employees with the Equal Employment Opportunity Commission (“EEOC”) and the National Labor Relations Board (“NLRB”). The allegations involve various issues such as discrimination and interference with employee rights. The Company provided responses to both agencies and is awaiting further developments. The Company does not expect a material impact to its financial position.

The Company’s former Chief Operating Officer, terminated for cause after seven months of employment, filed a civil complaint in Nevada alleging various claims against the Company and its Directors. The Company settled this matter in March 2025 without a material impact to its financial position. The Company paid $105,000 to this former employee in exchange for the surrender of 5,882,353 shares of the Company’s Preferred A Stock.

Other Litigation

The Company has received claims from various parties alleging that it violated certain California laws, including the Trap and Trace Law and California Privacy Laws relating to its Facebook postings. The Company does not expect a material impact to its financial position.

On June 13, 2023, the Company filed a lawsuit against an internet blogger, not affiliated with the Company, alleging the blogger posted defamatory information regarding the Company. On August 5, 2024, the court entered a default judgment against the internet blogger and in favor of the Company, awarding $50,000 in damages. A judgment lien was placed on property owned by the defendant and the Company filed a foreclosure action against the property. In December 2025, the Company obtained title to this land.

On or about October 5, 2023, Leader Capital High Quality Income Fund, a series of Leader Funds Trust, a Delaware Statutory Trust, commenced an action against the Company and other defendants in the District Court for Nevada, asserting claims for breach of duty to register a transfer of a security (NRS 104.8401), Conversion, and Intentional Interference with a Prospective Economic Advantage. Plaintiff claimed that it requested the removal of a restrictive legend to shares held by Plaintiff and that the Company refused and/or delayed approval of the removal and caused Plaintiff to suffer damages. The Company agreed to provide a defense to Transfer Online Inc., its former transfer agent. After the Company filed its motion for summary judgment, Leader dismissed all claims against the Company. In February 2026, the Court granted the Company’s motion for attorneys’ fees awarding the Company approximately $260,000 in fees and costs. Leader will have 30 days from the final order date to file an appeal.

On February 2, 2024, Pronghorn Homes, LLC, a party to the Arizona mining project, filed a lawsuit against the Company in the State of Arizona, which has a potential loss exposure of up to $250,000. The Company denies liability and intends to defend against this claim. Management does not anticipate the matter will have a material impact on the Company’s results of operations or its financial condition.

In September 2025, Freeport-McMoRan Bagdad, Inc., a party to the Arizona mining project, asserted a claim against the Company (not yet in suit) for payment under a certain settlement agreement between the parties relating to the sale of certain units to Pronghorn Homes, LLC, which were installed upon Freeport’s property. Freeport has demanded $1.17 million from the Company. The Company is in the process of negotiating a resolution with Freeport. No lawsuit has been field.

On April 30, 2024, the Company filed a lawsuit against Brave Control Solutions, Inc. (“Brave”), and its CEO, Brent McPhail. The lawsuit was filed in the United States District Court for the Eastern District of Michigan. The lawsuit related to the Company’s claim of breach of contract by Brave related to the design, manufacture, and programming of specialized equipment to be used by the Company. The Company seeks damages equal to all amounts paid under the contracts, among other relief sought. The Company anticipates a judgment in its favor, but recovery of these assets is uncertain.

On July 3, 2024, Ro-Matt International Inc. and Electra-Tech Manufacturing Inc. (“Applicants”) filed a lawsuit seeking to declare its rights in certain collateral against Brave Control Solutions, Inc., the Company, and the Royal Bank of Canada in Ontario, Canada, in the Superior Court of Justice. This matter was dismissed without any damages being assessed against the Company.

On November 19, 2024, the Company entered into an agreement with an RV Park for the sale of certain PMRV units. It appears that the RV Park did not obtain required zoning and land use permits to install and use the units at their site in Arizona. The State of Arizona ‘red tagged’ the units and the RV Park asserted claims against the Company, and demanded that the Company immediately remove the units. The Company has denied all liability and is negotiating a resolution of this dispute with the RV Park. The Company also has an outstanding receivable from the RV Park in the amount of $270,000. The Company has not accrued a loss contingency for this matter, but has recorded a CECL credit loss allowance for the outstanding receivable.

In May 2025, the Company received a claim from a plaintiff that purchased fraudulent shares of the Company’s stock from a former employee of the Company, at a discounted price, incurred a loss of approximately $144,000. Plaintiff claims that he purchased the shares by writing a check to an entity that was controlled by the former employee and alleges negligence and violations of Nevada Revised Statute (NRS) 90.9570. The Company denied liability and the claim was recently settled. The settlement required the Company to provide the plaintiff with 218,182 shares of the Company’s Series A-1 Preferred Stock, which we have issued. Separate from the above claim filed against the Company, the Company has also entered into settlement agreements with various parties, including for those who may have been impacted by a stock scheme perpetrated by the former employee of the Company as well as to correct certain other administrative discrepancies. This resulted in the recognition of $4.2 million of legal settlement expenses recorded in general and administrative expenses, settled with 5,264,068 shares of the Company’s Series A-1 Preferred Stock, during the year ended December 31, 2025. In January 2026, the Company received a claim from a plaintiff that purchased fraudulent shares of the Company’s stock from a former employee of the Company, seeking payment of approximately $290,000. In February 2026, the Company received a claim from a plaintiff in the same situation, seeking payment of approximately $145,000, plus other damages. As of the date of this report, neither of the investors have commenced formal legal proceedings. The Company believes it has strong defenses to any such claims and intends to vehemently defend such claims if they are filed.

In September 2025, the Company filed suit against the State of Arizona Department of Housing seeking a declaration from the Court that the Department of Housing has no authority to regulate or interfere with BOXABL’s sale of PMRV units in the State of Arizona. The lawsuit is pending.

We know of no other existing or pending legal proceedings against the Company, nor are we involved as a plaintiff in any other proceeding or pending litigation. There are no proceedings in which any of our directors, officers any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to the Company

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

There is no established public trading market for the Company’s Common Stock.

Holders

As of March 27, 2026, there were 3,000,000,000 shares of Common Stock, which were held by approximately 4,589 shareholders of record. In addition, there were 188,540,158 shares of our Non-Voting Series A Preferred Stock outstanding, which shares were held by 1,497 shareholders of record, there were 855,868,715 shares of our Non-Voting Series A-1 Preferred Stock outstanding, which shares were held by 4,084 shareholders of record, there were 174,280,114 shares of our Non-Voting Series A-2 Preferred Stock outstanding, which shares were held by 33,517 shareholders of record, and there were 109,087,812 shares of our Non-Voting Series A-3 Preferred Stock outstanding, which shares were held by 27,082 shareholders of record.

Dividends

The Company has never paid cash dividends on any of its capital stock and currently intends to reinvest its future earnings, if any, to fund the development and growth of our business. The Company does not intend to pay cash dividends to holders of its Common Stock for the foreseeable future.

Equity Compensation Plans

The information in the table below was prepared as of fiscal year end December 31, 2025.

Recent Sales of Unregistered Securities and Use of Proceeds

Since December 31, 2022, the Company has engaged in the following offerings of securities. The proceeds raised in each of these offerings were used to fund the development of the Company’s manufacturing facilities, working capital and compensation of executive officers and employees.

NOTE: All classes of Preferred Stock convert into Common Stock upon the Company undertaking a firm underwriting registered offering (an “IPO”) or an offering of the Company’s Common Stock under Regulation A.

Purchases of equity securities by the issuer and affiliated purchasers.

None.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere herein and in our consolidated financial statements.

Please note that certain prior period amounts have been reclassified to conform to the current period presentation. See “Note 13 – Revision of Previously Issued Consolidated Financial Statements” and “Note 14 – Revision of Unaudited Interim Condensed Consolidated Financial Statements” for a description of these changes.

Unless otherwise indicated, dollar amounts above $1,000 in this Report have been rounded to the nearest thousand, million or billion, as applicable.

In addition to our consolidated financial statements, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See above Note About Forward-Looking Statements.

Overview

General

The Company is a manufacturer of building systems and is in the process of aligning our production levels to match the demand for our products. In addition to our first Nevada manufacturing facility (“Factory 1”), which we took possession of in May 2021, we expanded our production capacity by signing leases for additional Nevada facilities (“Factory 3”) in June 2022 and (“Factory 2”) in May 2023, respectively. While our growth has mainly been funded by our capital raising activities as described below in “Liquidity,” we anticipate our increased manufacturing capacity will allow us to build Boxes more efficiently, and, in doing so generate additional revenue and profit in the future. We continue to improve our workforce, including the expansion of our business development and sales teams to focus and better support the outreach to B2B, B2C, and B2G sales channels, respectively.

The majority of US states have a statewide modular program which requires approval of a specific product prior to the product being able to be sold and installed within the state. The requirements to obtain these approvals vary across each state, and the approval process has resulted in delays in the Company’s ability to deliver the product across the country, which has impacted the timing and amount of the Company’s revenues.

The Company has obtained state modular approvals under state-wide modular housing programs in New Mexico, California, Nevada, and partially in South Carolina. The approvals were obtained as follows:

*Our manufacturing facility has completed all required inspections under the Texas Department of Licensing and Regulation (TDLR) Industrialized Housing and Building program. The International Code Council’s National Technical Approval (ICC-NTA) has submitted a recommendation for certification, and we are currently awaiting formal approval from TDLR. We anticipate that upon issuance, the certification will authorize the facility to produce modular housing in compliance with applicable Texas codes and regulations.

The Company had originally obtained approval for its Casita in Arizona in December 2023. However, the Arizona Department of Housing revoked this approval in May 2024 due to installation issues identified at one customer site in Arizona. The Company has assessed that these issues resulted from improper installation rather than the Company’s product and it is in active discussions with officials in Arizona to resolve the matter. The Company has submitted plans that are under review with the State of Arizona.

New sales within recently approved states and jurisdictions may continue to face delays due to the time needed for site preparation, arranging project funding for the purchaser, and other preparatory steps that are required to arrange delivery and installation of the units.

BOXABL also has been focused on selling its products in multiple jurisdictions that do not have a statewide modular housing program. In these areas, the ultimate approval is at the discretion of the local jurisdiction and is determined on a site-by-site basis. This pertains to the following areas:

*Note that in March 2024, SB 168 was signed into law, effective May 1, 2024, establishing a state-wide modular housing program in Utah.

The Company retained multiple third-party inspection agencies to assist in achieving certification in multiples states with modular housing legislation simultaneously.

Merger Agreement

On August 4, 2025, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among the Company, FG Merger II Corp., a Nevada corporation (“FGMC”), and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger Sub”). The Merger Agreement provides for a two-step merger transaction in which, first, Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, the Company (as the surviving company in the First Merger) will merge with and into FGMC (the “Second Merger” and together with the First merger, the “Mergers”), with FGMC continuing as the surviving public company (the “Surviving Pubco”). By virtue of the consummation of the Mergers, the Surviving Pubco will change its name to BOXABL Inc. and shall reincorporate from a Nevada Corporation to a Texas Corporation in accordance with the NRS and TBOC. The Boards of Directors of the Company, FGMC, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

At the effective time of the First Merger, each share of the Company’s common stock (other than certain excluded shares and any shares held by stockholders who properly exercise and do not lose their dissenter’s rights under applicable Nevada law) will be converted into the right to receive a number of shares of common stock of the Surviving Pubco, as determined by the exchange ratio set forth in the Merger Agreement. Each share of the Company’s preferred stock will be converted into the right to receive shares of Surviving Pubco’s preferred stock as determined by the preferred exchange ratio set forth in the Merger Agreement. Outstanding Company convertible securities will be assumed by the Surviving Pubco and become exercisable for shares of Surviving Pubco common stock, subject to adjustment as provided in the Merger Agreement. The aggregate merger consideration to be received by Company shareholders would be equal to a combination of preferred and common shares of FGMC that equals a total of $3,500,000,000, each at a deemed value of $10 per share.

Closing Conditions

The business combination is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of the Company and FGMC, effectiveness of a registration statement on Form S-4 to be filed by FGMC with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Surviving Pubco common shares on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

Termination Provisions

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either the Company or FGMC may terminate the agreement by written notice if the closing has not occurred on or before March 31, 2026 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either the Company or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. See Exhibits 2.1 and 2.2 to this Annual Report on Form 10-K and incorporated herein by reference.

Related Agreements

In connection with the execution of the Merger Agreement, FG Merger Investors II LLC, the sponsor of FGMC, entered into a support agreement pursuant to which it agreed to vote its shares of FGMC in favor of the transaction and take certain other actions in support of the Mergers (the “Sponsor Support Agreement”). Certain stockholders of the Company entered into a support agreement pursuant to which they agreed to vote their shares of the Company in favor of the transaction and take certain other actions in support of the Mergers (the “Company Support Agreement”). At closing, the Company and FGMC will enter into lock-up agreements with certain Company stockholders (the “Company Lock-Up Agreements”) and with the sponsor (the “Sponsor Lock-Up Agreement”), restricting the transfer of certain shares for specified periods following the closing. The Company and FGMC previously entered into a confidentiality and non-disclosure agreement in connection with the transaction.

The foregoing description of the Sponsor Support Agreement, Company Support Agreement, Company Lock-Up Agreements, and Sponsor Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Sponsor Support Agreement, Company Support Agreement, Company Lock-Up Agreements, and Sponsor Lock-Up Agreement, respectively, copies of which are attached as Exhibits 10.23, 10.24, 10.25, and 10.26 to this Report, respectively, and incorporated herein by reference.

Trend Information

To date through March 27, 2026, we have manufactured 795 Casitas and have completed deliveries of 312 Casitas in 10 states, including Arizona, Nevada, California, Oklahoma, Utah, New Mexico, and South Carolina. The Company has remaining customer deposits of $3.6 million from 7,818 potential customers ranging from $100 to $9,000. The Company currently requires a $1,000 fee (increased from $500 beginning in Q4 of 2025) for providing a feasibility study related to a Casita order to survey the related location where the product is intended to be installed.

Leveraging insights from the regulatory journey, the Company has evolved its go-to-market strategy for the Casita product line to capitalize more effectively on high-demand opportunities accelerating approvals and market development in states like California, bolstered by recent regulatory advancements, while scaling back in areas with comparatively slower demand trajectories. This refined allocation of resources aligns the Company with market needs.

The Company has also initiated a faith-based vertical marketing strategy, which is benefited by favorable legislation in California allowing for streamlined property site approvals. In 2025, the Company entered into contracts to provide a total of 105 Casitas to faith-based organizations in California and Oklahoma.

The Company has been developing an expanded product line, which includes a variety of sizes and configurations that extend beyond our existing Casita model. The growing interest expressed by various external stakeholders including property developers and homebuilders have prompted us to explore additional sales channels. In January 2025, we announced the launch of prototypes of our Next Generation Products.

This includes the Baby Box, a 120 sq ft compact living space, on a towable trailer, designed to RV Standard NFPA 1192, and our Phase 2 Modular Building System, comprising Boxes (modules) of varying dimensions that stack and/or connect allowing a system where homebuilder customers are able to customize the Boxes to form different building types and floorplans.

For our BabyBox, we plan on beginning production of this product line manually with low capital investment to start.

For our Phase 2 Modular Building System, we have been prototyping the production over the past few months and built two model homes in our Factory. This product will eventually need a new production line, but we expect to initially manufacture this within our existing facility to minimize capital expenditures. We have developed various manufacturing concepts to manufacture this product in the future and expect the design and development changes to be completed within 2026.

For both our Phase 2 Modular Building System and Baby Box, there have been delays in development as the Company re-visits its product roadmap to align its production resources with its expectations of product demand.

In 2025, and following feedback from our customer base, we also introduced a 2-box configuration set up of our Casita including a 1 or 2 bedroom (for a total of 722 sq. ft.) set up for the California ADU market. This new floor plan can be produced with our existing production line, and the 2BR unit received California regulatory approval in November 2025.

Also, in 2025, the Company introduced a product, currently in research and development, known as Sanctuary. This is a modular housing system designed for rapid deployment of versatile shelters that can be used for emergency response and are configured in single (55 sq ft) and double (85 sq ft) occupancy layouts, which we believe will appeal to B2G customers and other organizations. The Sanctuary models are developed with a new proprietary panelized construction for superior thermal performance and rapid deployment. We anticipate that the new panel designs will initially be produced at our existing production facility.

Tariffs and Inflation

The U.S. government recently implemented new tariff measures affecting a broad range of imported materials. We have evaluated the potential impact of these actions on our operations and supply chain and do not expect them to have a material impact on our financial position or results of operations in the near term. Our operations are currently supported by a substantial inventory of completed units manufactured prior to the effective dates of the tariff adjustments, which reduces our near-term exposure to increased costs associated with imported materials. Additionally, as we transition into the next phase of our product development, including Phase 2, our sourcing strategy reflects a greater emphasis on domestic procurement. This shift is expected to further mitigate exposure to international trade disruptions and tariff-related cost volatility.

We believe that we are well positioned to react to potential increased costs from our suppliers in the future due to our cost-effective building components and manufacturing process in the factory setting compared to the cost of traditional construction of stick-built homes in the field, which would face similar cost increases. As a result, the Company believes that it would be able to pass on those costs to end customers while keeping the BOXABL solution competitive.

However, recent proposals to change the international trade framework have resulted in substantial regulatory uncertainty regarding international trade and trade policy, both in the United States and abroad. The U.S. government has also raised the possibility of other initiatives that may affect our business, including renegotiation of trade agreements with other countries and the introduction of new or increased import duties or tariffs with respect to products from a number of different countries. In light of this uncertainty and the unknown impact on the broader US and global economy in the future, we do not have clarity at this point over the potential medium to long term impacts our business may face. The availability of certain goods could be affected if foreign suppliers choose to limit their exposure to U.S. markets in response to unfavorable trade policies, which could negatively impact the ability of our suppliers to deliver materials or manufacturing equipment to us and, therefore, delay or impede our deliveries. Furthermore, rising inflation, slower economic growth and increases in unemployment that may result from global trade disruptions could further deflate consumer demand, which may impact the housing market more broadly, reducing demand for our products.

Results of Operations

Revenues

Our gross revenues for the year ended December 31, 2025 and 2024 were $1.5 million and $3.4 million, respectively. Revenue during the year ended December 31, 2025 was generated by the sale of 23 Casitas delivered to 15 customers as well as revenue generated mainly from the sale of parts and the sale of services to our Dealers/Installers. This is in comparison to the sale of 51 Casitas delivered to 8 customers during the year ended December 31, 2024. The decline resulted from the overhaul of the Company’s sales department driven by a change in the Company’s go to market strategy and to re-focus its sales and marketing to encompass coordinating the broader installation process. This refocus led us to replace a significant number of our sales and marketing team and employ staff with skill sets aligned to this broader focus, resulting in a decline in sales activity while the reconstituted sales and marketing team adjusted to the transition. During the year ended December 31, 2025, revenues from Casita sales to the 4 largest customers was approximately 45% of the Company’s total revenues. Of those customers, one customer, Hideaway Inn, represented 25% of revenues for the year ended December 31, 2025.

Cost of Goods Sold

Cost of goods sold consists primarily of the cost of products used in the production of the Company’s finished products, inbound and outbound shipping costs, the related labor and indirect overhead costs associated with that production. Cost of goods sold were $17.3 million and $15.0 million for the years ended December 31, 2025 and 2024, respectively.

Cost of goods sold for the years ended December 31, 2025 and 2024, consist of the following:

We produced 73 Casitas in the year ended December 31, 2025 and 140 Casitas in the year ended December 31, 2024. Our cost of goods sold increased significantly on a per units basis due to inventory adjustments related primarily to the write down of 68 units that management determined were obsolete following the inventory slow movement analysis, for which the Company determined that it was not cost effective to rework, resulting in an inventory write down of $8.4 million during 2025. In addition, during 2025, the Company recognized $8.7 million in inventory valuation adjustments within costs of goods sold related to adjusting the excess carrying value of its finished goods inventory to its net realizable value. See Note 5 to our audited consolidated financial statements for more information regarding inventory valuation adjustments. We continue to work to align production activity with delivery schedules.

Manufacturing overhead reflects the allocation of indirect labor, rent and lease expense, indirect supplies, scrap material, maintenance costs and depreciation of machinery and equipment. Manufacturing overhead, which was applied as an inventory valuation adjustment within cost of goods sold to adjust the excess carrying value of finished goods inventory to net realizable value, declined due to lower consumption of indirect materials and supplies consumed during production and lower indirect labor costs from a smaller workforce.

Reflected in the cost of goods sold in the 2025 period is the net recapture of $1.75 million of stock-based compensation expense resulting from terminations, compared to the recognition of $2.46 million of stock-based compensation expense within cost of goods sold in the 2024 period.

Operating Expenses

Operating expenses for the years ended December 31, 2025 and 2024, consisted of the following:

General and administrative expenses consist of compensation and benefits for various positions including company administration, rents, shop supplies, and utilities. The increase in general and administrative expenses was primarily related to the addition of a non-cash charge of $4.0 million of legal settlement expense reflecting the value of Series A-1 Preferred Stock issued in various settlements, as well as higher third party legal costs related to the proposed Mergers and related preparatory work and higher compensation and benefits for additional staff in IT, Legal, and Accounting. Offsetting this increase was lower compensation expense due to reduced headcount overall as well as $887,000 of stock-based compensation recaptured in general and administrative expenses in the year ended December 31, 2025, compared to $1.9 million of stock-based compensation expense recognized in the year ended December 31, 2024.

We also incurred higher sales and marketing expenses in the year ended December 31, 2025 compared to the prior year. Starting in 2024 and increasing in 2025, the Company undertook significant new advertising campaigns to refine the marketing of the Company’s products, primarily focused on generating sales activity, as well as advertising to customers and potential investors, leading to a significant increase in sales and marketing expenses in the year ended December 31, 2025 compared to prior year. The main driver of this increase in sales and marketing expenses was the uptick in advertising for our Regulation A and Regulation D offerings. Advertising for these campaigns heavily increased leading up to the close of the offerings in June 2025. Consequently, upon the close of the offerings, advertising expenses decreased: in Q3 2025, the Company reduced its advertising expense by 87% from the prior quarter. Partially offsetting this increase was a recapture of $119,000 of stock-based compensation expense in the 2025 period compared to recognition of $1.3 million of stock-based compensation expense in the 2024 period.

Testing and developing BOXABL products involves significant costs to obtain permits and approvals. These costs included testing raw material used in production and researching industry standards and regulations. Research and development activity declined following our obtaining state approvals under modular housing programs in several states. Following BOXABL obtaining California statewide approval for the studio Casita in all climate zones in January 2025, along with approval for the 2-Bedroom Casita in California in the fourth quarter of 2025, we expect to focus future research and development efforts on expanding our product offering (1, 2, & 3-bed versions of the Casita), our Phase 2 Modular Building System, Sanctuary, and other new products like Baby Box. In catering to developers with our Phase 2 Modular Building System, we expect to offer both single-family and multi-family projects. We will also consider certain developer projects on a case-by-case basis, such as designing custom modules for commercial buildings.

During 2024, the Company recorded an impairment loss of deposits on equipment and fixed assets totaling $12.4 million related to assets and customized equipment that had been ordered for the anticipated ramp-up of the Company’s originally planned generation 2.0 Casita. Prompted by a key supplier of equipment failing to fulfill their obligation, the Company recognized an impairment loss for this customized equipment which was never delivered to the Company. The Company initiated legal proceedings against this vendor due to their failure to fulfill contractual obligations. The Company is seeking damages, specific performance, and other remedies as a result of the vendor’s non-performance. The matter is currently pending, and while the ultimate outcome remains uncertain, the Company does not anticipate any additional adverse impacts on its financial condition.

Stock-based Compensation Expense

The Company recognizes stock-based compensation expense based on fair value on the date of grant and recognized over the associated vesting periods. Vesting of RSU awards is generally subject to a 3-year service period and, as of October 18, 2024, also subject to a performance condition. Accordingly, stock-based compensation is recognized upon satisfaction of the service and performance condition. In the case of options, the Company uses the Black-Scholes pricing model to estimate the fair value of options on the date of grant that are then expensed on a straight-line basis over the vesting period. The Company accounts for forfeitures as they occur in the year of forfeiture and share-based compensation expense is adjusted accordingly.

For the years ended December 31, 2025 and 2024, the Company recaptured $3.8 million and recognized $7.2 million in stock-based compensation, respectively, which are allocated within cost of goods sold and operating expenses line items, as discussed above. The decrease is attributable to employee forfeitures upon terminations in 2025, offset by the vesting of stock options under the Company’s Amended 2021 stock incentive plan. See “Note 12. Stockholders’ Equity – Stock-based Compensation” for further discussion.

Total Other Income

For the years ended December 31, 2025 and 2024, our total other income was $1.7 million as compared to $1.8 million, respectively, primarily due to interest income on interest-bearing deposits offset by mark-to-market losses of $(207,000) on digital assets (BTC).

Liquidity and Capital Resources

Going Concern

The Company’s consolidated financial statements have been prepared under the assumption that the Company will be able to continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern is probable. Primarily due to slower sales associated with delays in obtaining US statewide modular approvals and customer readiness, the Company reported a net loss of $57.5 million and an operating cash outflow of $47.2 million for the year ended December 31, 2025. At December 31, 2025, the Company had an accumulated deficit of $776.0 million. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

The continuing viability of the Company and its ability to continue as a going concern is dependent on the Company being successful in its continued efforts in growing its revenue and/or accessing additional sources of capital. Management’s plan to address this need includes (a) continued exercise of tight controls to conserve cash, (b) accelerating product sales, and (c) raising funds through equity financing. The Company conducted offerings of shares of its preferred stock through Regulation A and Regulation D in the United States and in a Canadian offering, that were finalized for settlement during the third quarter of 2025. However, there can be no assurances that management’s plans will be achieved.

Sources of Liquidity

To date, our operations have been financed by our exempt offerings of securities made in reliance on Regulation A, Regulation CF and both Rule 506(c) and Rule 506(b) of Regulation D in the United States and exempt offering regulations in Canada. For details regarding our securities offerings, see below Sales of Securities.

At December 31, 2025, our principal source of liquidity was our unrestricted cash and cash equivalents and short-term investments, which we achieved through our offerings of securities as discussed above. As of December 31, 2025, the Company held $29.0 million in unrestricted cash and cash equivalents, $893,000 in digital assets, and $0 in investments in short-term treasury notes, compared to $5.8 million in cash and cash equivalents, and $15.9 million held in short-term treasury notes as of December 31, 2024. If the transactions contemplated by the Merger Agreement are consummated, the Company will have access to amounts remaining in the trust account, following redemptions, of FGMC, which we anticipate to be approximately $20 to $40 million, as outlined in, and based on the assumptions and limitations set forth in, the Pro Forma Table in the Company’s S-4 Registration Statement included as Exhibit 99.1 hereto. Based on the Company’s most recent burn rate of $2.4 million per month (calculated from the operating cashflow in Q4 2025) and these factors, we anticipate that the current liquidity together with cash generated from sales of our products will be sufficient to meet our immediate cash needs for twelve months. 

The burn rate for the fiscal year ended December 31, 2025 was $4.1 million. For the three months ended December 31, 2025, the Company’s burn rate was $2.4 million. This decrease in burn rate reflects the Company’s having expended significant cash on the advertising of its investment offerings in the first half of 2025, inflating the burn rate.

When addressing our long-term liquidity requirements, we consider the next five years, from 2026 through 2030. We expect that funding for the Company’s operations will be driven primarily from the sales of the Company’s products, as well as future debt or equity capital raises. As of March 27, 2026, the Company had signed contracts for (but not shipped yet) 374 units. We expect that these sales contracts will convert to revenue, providing cash flow to the Company.

Historical Cash Flows

Operating Activities

Cash used in operating activities included net loss adjusted for several non-cash items such as depreciation and amortization, stock-based compensation, inventory valuation, and other non-cash expenses, in addition to the change in working capital as inventory balances increased.

Investing Activities

Primary investing activities included purchase of property, equipment, leasehold improvement, payment of security deposit for our factory and other facility, and acquisition and sales or maturities of short-term investments. The increase in cash flows provided by investing activities in 2025 was due to significantly reduced purchases of U.S. Treasuries during the period, offset by lower sales and maturities of U.S. Treasuries in the 2025 period compared to the 2024 period.

Financing Activities

Primary sources of our financing activities included net proceeds from issuance and sales of A-2 and A-3 Preferred Stock. This also includes proceeds received in advance of security issuance, which is included within the Company’s subscription liability.

Inventory

Our physical assets decreased with inventory of $18.8 million as of December 31, 2025, related to 367 inventory units, which is primarily comprised of $9.6 million related to 175 Casitas in finished goods and $6.7 million related to 192 work-in-process units. This compares to $24.3 million in inventory as of December 31, 2024, primarily comprised of 397 Casitas classified as finished goods. During 2025, the Company decided to rework certain of its existing units to meet California modular specifications so that these units are able to be sold in California, as discussed in Note 5 of our consolidated financial statements. In the second quarter of 2025, approximately $7.1 million of inventory was reclassified from finished goods to work-in-process on the consolidated balance sheet.

The decline in the Company’s December 31, 2025 total inventory balance mainly relates to the write down of 68 units ($8.4 million) in 2025 that had been held in inventory for an extended time period and for which the Company determined that it was not cost effective to rework.

Property, Plant and Equipment

Property, Plant and Equipment decreased to $7.3 million as of December 31, 2025 compared to $8.9 million as of December 31, 2024 primarily resulting from depreciation of machinery and equipment at our manufacturing facility.

Sales of Securities

During the years ended December 31, 2025 and 2024, the Company conducted offerings under Regulation A, Regulation D, and in a Canadian offering. These offerings terminated in June 2025. The following table reflects the Company issuances of securities in these offerings in 2025 and 2024:

The Company also issued 5,264,068 shares of Series A-1 Preferred stock in connection with various settlements for which we received no cash proceeds but recognized $4.2 million in legal settlement expenses.

In addition, in connection with the issuance of shares of Series A-3 Preferred Stock in 2024 and 2023, the Company had issued warrants that are exercisable for shares of Series A-3 Preferred Stock at a price of $0.80 per share. Subsequent to December 31, 2025 and through March 27, 2026, 677,750 warrants were exercised, resulting in the issuance of 677,750 shares of Series A-3 Preferred Stock for gross proceeds of $542,200.

Material Commitments and Obligations

Expense Commitments

As of December 31, 2025, we reported current lease liabilities of $3.5 million compared to $3.5 million as of December 31, 2024. Our long-term lease liability decreased to $3.6 million as of December 31, 2025, from $7.2 million as of December 31, 2024, due to the passage of time.

Customer Deposits

Our main non-lease liability is the Company’s obligation to customers who have placed deposits on the purchase of our products. As of December 31, 2025, the Company held customer deposits in the amount of $3.6 million, which was relatively unchanged compared to $3.6 million as of December 31, 2024, with new deposits generally matching refunds and/or application of customer deposits to customer orders that were fulfilled during 2025.

Deferred Revenue

As of December 31, 2025, our balance sheet carried $1.5 million of deferred revenue related primarily to advanced deposits on unfulfilled purchase orders, with 3 customers, each representing 10% or more of these deferred revenues, constituting approximately 42% of total deferred revenue. This compares to $2.3 million of deferred revenue as of December 31, 2024. Deferred revenue generally occurs when the Company receives payments from the customer in advance of the Company shipping units to that customer. Pursuant to ASC 606, Revenue Recognition, the Company records deferred revenue for paid, unfulfilled performance obligations which are represented by the Casitas or installer training sessions that had not yet been delivered as of the date of the consolidated financial statements.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of December 31, 2025 or December 31, 2024.

Critical Accounting Policies and Estimates

Inventory Valuation

Inventories consist of raw materials, in-bound freight and duties, work in progress, and finished goods. Inventories are stated at the lower of cost or net realizable value, with cost determined using an allocation methodology, which approximates actual cost. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, bulk sales, and the expected recoverable values for each disposition category. On a periodic basis, the Company performs a physical count of its inventory and records an inventory valuation allowance for inventory that has become obsolete or inventory that has a cost basis in excess of the expected net realizable value. Damaged and obsolete inventory are valued based on specific identification and management’s estimate of net realizable value, including consideration of whether the items are usable in current or future production. Any difference between cost and estimated realizable value is recognized as an expense.

Stock-Based Compensation

The Company applies ASC 718, Stock-Based Compensation for all stock-based awards, including stock options and restricted stock units, that are measured at fair value on the date of grant and recognized over the associated vesting periods. The fair value of stock options is estimated on the date of grant using a Black-Scholes model. The fair value of restricted stock awards is estimated on the date of the grant based on the fair value of the Company’s underlying common stock. The Company recognizes compensation expense for stock options on a straight-line basis over the associated service or vesting periods. Effective October 18, 2024, restricted stock awards became subject to a performance condition, which defers vesting of restricted stock awards until a monetization event. Accordingly, the Company shall not recognize stock-based compensation from restricted stock awards until a monetization event becomes probable.

Determining the grant date fair value of stock options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company as defined by §229.10(f)(1), BOXABL is not required to provide the information under this Item.

Item 8. Financial Statements and Supplementary Data.

Index of the Financial Statements

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

BOXABL Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of BOXABL Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, the Company has experienced limited sales and delays in production which have resulted in significant losses, cash used in operating activities and the need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAs P.C.

We have served as the Company’s auditor since 2024 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).

Fort Lauderdale, FL

March 27, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

BOXABL, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of BOXABL, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, substantial doubt about the Company’s ability to continue as a going concern is probable. The Company has experienced limited sales and delays in production which have resulted in significant losses, cash used in operating activities and the need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

Fort Lauderdale, FL

April 14, 2025, except for Notes 13 and 14, as to which the date is March 27, 2026

We have served as the Company’s auditor from 2024 to 2025.

BOXABL INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2025 and 2024