UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to _________________________ to __________________________________
Commission
file number:
(Exact name of registrant as specified in its charter)
State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
(Title of class)
(Title of class)
(Title of class)
(Title of class)
| SEC 1296 (02-23) | Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number. |
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.
☒
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).
☒
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Ex- change Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes
As of May 14, 2026 the registrant had shares of Common Stock outstanding.
BOXABL Inc.
Form 10-Q
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 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. These forward-looking statements include information relating to, among other things, the Company, its business plan and strategy, and its industry and 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.
| 2 |
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
BOXABL INC.
Unaudited CONDENSED CONSOLIDATED BALANCE SHEETS
| As of | ||||||||
| (In Thousands) | March 31, 2026 | December 31, 2025 | ||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Loan receivable – current | ||||||||
| Escrow receivable | ||||||||
| Inventories, net | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Restricted cash | ||||||||
| Property and equipment, net | ||||||||
| Digital assets | ||||||||
| Intangible assets, net | ||||||||
| Right of use assets, net | ||||||||
| Deposits on equipment | ||||||||
| Loan receivable - non-current | ||||||||
| Security deposits | ||||||||
| Other long term assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | ||||||||
| Customer deposits | ||||||||
| Deferred revenue | ||||||||
| Lease liability- current | ||||||||
| Subscription liability | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Lease liability - non-current | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies – See Note 13 | ||||||||
| Stockholders’ equity: | ||||||||
| Series A Preferred Stock $ par, billion shares authorized, and thousand shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Series A-1 Preferred Stock $ par, billion shares authorized, and thousand shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Series A-2 Preferred Stock $ par, billion shares authorized, and thousand shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Series A-3 Preferred Stock $ par, billion shares authorized and thousand shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Unclassified Preferred Stock $ par, billion shares authorized, shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Common Stock $ par, billion shares authorized, billion shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to unaudited interim condensed consolidated financial statements
| 3 |
BOXABL INC.
UNAUDITED CONDENSED CONSOLIDATED Statements of COMPREHENSIVE LOSS
| For The Three Months Ended | ||||||||
| (In Thousands, except per share amounts) | March 31, 2026 | March 31, 2025 | ||||||
| Revenues | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross loss | ( | ) | ( | ) | ||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Sales and marketing | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | ||
| Other income (expense): | ||||||||
| Interest income | ||||||||
| Mark-to-market adjustment on digital assets | ( | ) | ||||||
| Other income | ||||||||
| Total other income (expense), net: | ||||||||
| Net loss attributed to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding -basic and diluted | ||||||||
| Net loss per common share - basic and diluted | ) | ) | ||||||
| Comprehensive Loss | ||||||||
| Net Loss | $ | $ | ||||||
| Unrealized loss on investments | $ | $ | ||||||
| Comprehensive Loss | $ | $ | ||||||
See accompanying notes to unaudited interim condensed consolidated financial statements
| 4 |
BOXABL INC.
UNAUDITED CONDENSED CONSOLIDATED statements of stockholders’ equity
Series A-3 Preferred Stock | Series A-2 Preferred Stock | Series A-1 Preferred Stock | Series A Preferred Stock | Common Stock | Paid-in | Accumulated | Accumulated Other Comprehensive | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||||||
| (In Thousands) | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income (Loss) | Equity | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Retired | ( | ) | ( | ) | - | ( | ) | ( | ) | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Offering costs | ( | ) | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss on Investments | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares retired | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss on investments | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited interim condensed consolidated financial statements
| 5 |
BOXABL INC.
UNAUDITED CONDENSED CONSOLIDATED statements of cash flows
| For the Three Months Ended | ||||||||
| (In Thousands) | March 31, 2026 | March 31, 2025 | ||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| –Stock based compensation net recapture | ( | ) | ( | ) | ||||
| Provision for credit losses (recoveries) | ( | ) | ||||||
| Mark to market on digital assets | ||||||||
| Inventory valuation adjustments | ||||||||
| Reserve for inventory obsolescence | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Escrow receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Other current assets | ( | ) | ( | ) | ||||
| Loan receivable | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Deferred revenue | ||||||||
| Customer deposits | ( | ) | ( | ) | ||||
| Other long term assets | ||||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Right of use assets and liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows provided by investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Deposits on equipment | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Gross proceeds from sale and maturities of investments | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows provided by financing activities: | ||||||||
| Proceeds from sale of preferred stock, net of offering costs and escrows | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds (settlements) of subscription liability | ( | ) | ||||||
| Net cash and cash equivalents provided by financing activities | ||||||||
| Change in cash, cash equivalents, and restricted cash | ( | ) | ||||||
| Cash, cash equivalents, and restricted cash beginning of year | ||||||||
| Cash, cash equivalents, and restricted cash end of the period | $ | $ | ||||||
| Non cash investing and financing activities: | ||||||||
| Investments held in escrow | $ | $ | ||||||
| Purchase of assets in accounts payable | $ | $ | ||||||
The following table provides a reconciliation of cash, cash equivalents and restricted cash to the amounts recorded on the Company’s unaudited interim consolidated balance sheets
| March 31, | ||||||||
| (In Thousands) | 2026 | 2025 | ||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Cash, cash equivalents, and restricted cash end of the period | $ | $ | ||||||
See accompanying notes to unaudited interim condensed consolidated financial statements
| 6 |
BOXABL INC.
notes to UNAUDITED INTERIM CONDENSED CONSOLIDATED financial statements
(Unaudited, all figures in thousands, except per share amounts and unit quantities unless otherwise indicated)
NOTE 1 – INCORPORATION AND NATURE OF OPERATIONS
Description of Business
BOXABL Inc. is a Nevada corporation originally organized as a Nevada limited liability company on December 2, 2017, and converted to a corporation on June 16, 2020. The Company’s subsidiaries include BOXABL NV Dealer, LLC (Nevada), Build IP LLC (Nevada), and BOXABL Developer, LLC (Texas). These unaudited interim condensed consolidated financial statements include the results of all subsidiaries and have been prepared in accordance with GAAP. The Company’s headquarters are in Las Vegas, Nevada.
BOXABL Inc. has developed a modular building system using advanced manufacturing processes and automotive-industry technology. Its products, referred to as “Casitas” or “Boxes,” are sustainable, high-quality buildings that benefit from mass-production practices. The Company has also developed patented folding and shipping technology enabling transport over existing roadways.
The Company’s Casitas can be configured for sale as a Park Model RV under ANSI A119.5 in the majority of U.S. states, and as a modular home in New Mexico, Nevada, California, Texas, and South Carolina, as well as in certain jurisdictions without a state-regulated modular program.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. They do not include all information and footnotes required for complete annual financial statements. In the opinion of management, all adjustments necessary for a fair statement have been included. All intercompany transactions and balances have been eliminated in consolidation. Operating results for the three months ended March 31, 2026 are not necessarily indicative of results for the full year ending December 31, 2026. Amounts are expressed in U.S. dollars, rounded to the nearest thousand. The Company’s fiscal year ends December 31.
These financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2026.
The Company is an “emerging growth company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, (the “Exchange Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards. The Company has elected to take advantage of this extended transition period and accordingly is not required to adopt new or revised accounting standards on the effective dates as they apply to public companies.
| 7 |
Proposed Business Combination
On August 4, 2025, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with FG Merger II Corp., a Nevada corporation (“FGMC” or “Acquiror”), and FG Merger Sub II Inc., a wholly-owned FGMC subsidiary (“Merger Sub”). The Merger Agreement provides for a two-step transaction: first, Merger Sub merges with and into the Company (the Company surviving as a wholly-owned subsidiary of FGMC), and immediately thereafter the Company merges with and into FGMC, with FGMC continuing as the surviving public company renamed BOXABL Inc. (“Surviving Pubco”).
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 is $
The Merger Agreement was originally entered into with an Agreement End Date of December 31, 2025. It was amended on November 3, 2025 to extend the Agreement End Date to March 31, 2026, and again on April 6, 2026 to, among other things: (i) extend the Agreement End Date to July 31, 2026; (ii) modify lock-up provisions applicable to the Sponsor Parties, Paolo Tiramani, Galiano Tiramani, and their respective affiliates such that those provisions automatically expire if the surviving company’s common stock trades at or above $ per share at any time (including intraday); (iii) clarify that Acquiror Securities include outstanding rights, each representing one-tenth of one share of common stock; and (iv) provide either party the right to terminate the Merger Agreement if a written response has not been received within five business days of a written request thereunder. The closing remains subject to SEC effectiveness of the Form S-4 registration statement (as amended, currently filed but not yet declared effective), approval by stockholders of both the Company and FGMC, Nasdaq listing approval, and other customary conditions. There can be no assurance the transaction will close.
Related Agreements
In connection with the Merger Agreement, FG Merger Investors II LLC (the “Sponsor”) entered into a support agreement to vote its FGMC shares in favor of the transaction. Certain Company stockholders entered into support agreements to vote their shares in favor of the transaction. At closing, the parties will enter into lock-up agreements (subject to the modifications described above). The Company and FGMC have entered into a confidentiality and non-disclosure agreement.
Use of Estimates
The preparation of these financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures. These estimates are based on information available as of the date of the financial statements, including historical information and various assumptions that management believes are reasonable. Actual results could differ materially from these estimates.
Risks and Uncertainties
The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide, along with local, state, and federal governmental policy decisions. Adverse conditions, including recession, economic downturn, or governmental policy changes, could affect the Company’s financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following hierarchy:
Level 1 – Quoted prices for identical assets and liabilities in active markets. The Company’s investments in U.S. Treasury securities and digital assets (Bitcoin) are Level 1 instruments.
Level 2 – Observable inputs other than quoted prices included in Level 1.
Level 3 – Unobservable inputs based on the Company’s own assumptions. The Company values employee stock options (NQSOs, ISOs) and RSUs at grant date fair value using Level 3 inputs. See Note 12.
| 8 |
Restricted Cash and Deposits
On
June 1, 2023, the Company deposited $
Accounts Receivable
Accounts
receivable consists of amounts due from customers for Casita sales and services. The portion estimated to be uncollectible is recorded
as a credit loss provision, a contra receivable balance, in accordance with ASC 326 (ASU 2016-13), Current Expected Credit Losses (“CECL”).
As of March 31, 2026 and December 31, 2025, the allowance for credit losses associated with accounts receivable was $
Investments in Marketable Debt Securities
When held, the Company classifies its U.S. Treasury bill and note investments as available-for-sale debt securities, reported at fair value with unrealized gains and losses recorded in other comprehensive income (loss). As of March 31, 2026 and December 31, 2025, the Company held no short-term treasury investments.
Inventories, net
Inventories consist of raw materials, in-bound freight and duties, work-in-progress, consignment, and finished goods. Inventories available for sale are valued at the lower of cost or net realizable value. Cost is 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.
The Company maintains a slow-movement inventory policy under which an allowance for inventory obsolescence is established as a percentage of net realizable value based on the age of inventory units.
Inventory items that the Company deems to have no foreseeable use or are physically damaged are subject to a 100% allowance upon identification.
Inventory items are classified as having no foreseeable use or as physically damaged based on a formal evaluation performed in conjunction with the Company’s quarterly physical inventory count.
No foreseeable use is determined when inventory units have no current or anticipated production application, have been superseded by updated component specifications or design changes, are in excess of any reasonably foreseeable production demand based on current backlog and sales pipeline, or relate to discontinued product configurations or supplier relationships. Such determinations are made by production and engineering personnel in coordination with purchasing and are documented at the time of the quarterly count.
Physically damaged inventory is identified through direct inspection during the quarterly physical count process. Units are classified as physically damaged when they exhibit structural defects, material degradation, or other conditions that render them unsuitable for incorporation into finished goods or resale. Damaged units are tagged, segregated from usable inventory, and documented in the Company’s inventory management system with a description of the damage observed.
The
allowance for slow-moving or obsolete inventory is recorded as a reduction to inventory with a corresponding charge to cost of goods
sold. As of March 31, 2026 and December 31, 2025, the allowance for inventory obsolescence established under this slow-movement
policy was $
On a quarterly basis, the Company performs a physical count of its inventory and records an inventory valuation allowance for specific inventory items that have become obsolete or have a cost basis in excess of expected net realizable value. The book value of obsolete inventory items is netted against the Company’s allowance for slow moving inventories, and any differences between cost and estimated realizable value is recognized as an expense.
Loan Receivables, net
Loan receivables consist of formal credit arrangements with customers, where a portion of the sales proceeds consist of an interest-bearing loan originated by the Company. Loan receivables are classified as current or non-current based on contractual term. A credit loss allowance is recorded in accordance with ASC 326 (CECL). To mitigate credit losses, the Company reviews the borrower’s creditworthiness and generally requires an unlimited personal guarantee from the borrower’s sponsor and ensures the loan is secured by the underlying Casita asset.
| 9 |
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance, repairs, and minor improvements are charged to expense as incurred. When property and equipment is retired or disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. Major improvements with economic lives greater than one year are capitalized. Leasehold improvements are depreciated over the lesser of the lease term or estimated useful life. Depreciation is computed using the straight-line method over the following estimated useful lives:
| Computers and other peripheral equipment | ||||
| Furniture and fixtures | ||||
| Machinery and equipment | ||||
| Tenant improvements | ||||
| Vehicles | ||||
| Casita fixed assets |
Digital Assets
The Company adopted a Bitcoin (“BTC”) treasury reserve strategy in May 2025. The Company accounts for its digital assets, which are comprised solely of BTC, under ASU 2023-08 (Intangibles – Goodwill and Other – Crypto Assets, Subtopic 350-60), which requires BTC to be measured at fair value each reporting period with gains and losses recognized in net income. The Company determines the fair value of its BTC based on quoted prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for BTC (Level 1 input). Changes in fair value are recognized within other income (expense) in the statements of comprehensive loss. The Company’s BTC is initially recorded at cost, inclusive of transaction costs and fees, and subsequently remeasured at fair value. The Company establishes a deferred tax liability if the BTC fair value at the reporting date exceeds its average cost basis.
The following table summarizes the Company’s digital asset purchases, gains (losses) on digital assets, for the three months ended:
| (In Thousands, except number of Bitcoins) | ||||
| Digital asset carrying value at January 1, 2025 | ||||
| Bitcoins Purchased | ||||
| Digital asset purchases | $ | |||
| Mark to market | ( | ) | ||
| Digital asset carrying value at December 31, 2025 | $ | |||
| Bitcoins Purchased | ||||
| Digital asset purchases | $ | |||
| Mark to market | ( | ) | ||
| Digital asset carrying value at March 31, 2026 | $ | |||
As
of March 31, 2026, the Company held 10 Bitcoin with an aggregate cost basis of $
The Company did not sell any of its Bitcoins during the three months ended March 31, 2026. The Company did not hold any Bitcoin during the three months ended March 31, 2025.
Intangible Assets
The
Company has intangible assets amortized over their respective estimated lives on a straight-line basis, and reviewed for impairment whenever
events or circumstances indicate the carrying amount may not be recoverable. The Company’s intangible assets include intellectual
property associated with Patents and Trademarks (amortized over
| Intellectual property | ||||
| Software | ||||
| Domain |
Software development costs for software being developed for sale or external use are recognized in research and development expenses until the software has reached technological feasibility.
| 10 |
Revenue Recognition
Revenue is recognized under ASC 606 when performance obligations are satisfied. Control of Casitas generally transfers upon shipment. Occasionally, performance obligations may also include delivery, installation, or other services. Customer payments received prior to the delivery are recorded as deferred revenue and recognized when the performance obligation is satisfied. Revenue is measured at the transaction price, net of estimated returns, discounts, and amounts collected on behalf of third parties.
Cost of Goods Sold
Cost of goods sold includes material costs, inbound and outbound freight, direct labor, and allocated overhead. Inventory write-downs or slow-moving inventory allowances are charged to cost of goods sold.
Advertising Costs
Advertising and promotional costs are expensed as incurred. Marketing costs attributable to equity issuances are recorded as a reduction of offering proceeds.
Research and Development
Research and development costs consisting of design, materials, and consultants related to prototype and process improvements and developments are expensed as incurred.
Concentration of Credit Risk
Cash and Cash Equivalents:
Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. Due to the short maturity of these cash equivalents, the carrying amounts of these instruments approximate their fair values. Cash and cash equivalents are maintained at high quality financial institutions. As of March 31, 2026 and December 31, 2025, the Company’s deposits exceeded the Federal Deposit Insurance Corporation (FDIC) limit. The Company has not experienced any losses with respect to its cash balances.
Based upon assessment of the financial condition of these institutions, management considers that the risk of loss of any uninsured balances does not have a significant impact on the Company’s operations.
Customers:
During
the three months ended March 31, 2026 and 2025, revenues from 1 customer made up
The Company applies ASC 718 to all stock-based awards. Stock options are valued at the fair value on the date of the grant is issued using Black-Scholes and recognized on a straight-line basis over the vesting period. Effective October 18, 2024, RSUs are subject to a performance condition (a monetization event); no RSU compensation is recognized until such event becomes probable.
| 11 |
See Note 12 – Stockholders’ Equity – Preferred and Common Stock for a description of the amendments to the Company’s articles of incorporation and Note 12 – Stockholders’ Equity – Stock-based Compensation for a description of our amended and restated Plan, each of which became effective October 18, 2024.
Determining the grant date fair value of 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.
Income Taxes
The Company accounts for income taxes under ASC 740 using the asset and liability method. Deferred tax assets are reduced by a valuation allowance when it is more likely than not they will not be realized.
Contingencies
The Company is involved in lawsuits, claims, and proceedings, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company shall make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated.
Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. Diluted net loss per share reflects the actual weighted average of common shares issued and outstanding during the period plus potential common shares. Stock options and convertible instruments are considered potential common shares and are included in the calculation of diluted net loss per share when their effect is dilutive. As all potentially dilutive securities are anti-dilutive for the periods presented as a result of the net loss, diluted net loss per share is the same as basic net loss per share for each period.
| Balance as of | ||||||||
| (In Thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Stock options | ||||||||
| Restricted stock units | ||||||||
| Warrants | ||||||||
| Preferred stock | ||||||||
| Potentially dilutive shares | ||||||||
Leases
The Company accounts for operating leases under ASC 842. Right-of-Use (“ROU”) assets and lease liabilities are recognized at the present value of future minimum lease payments. The Company has no finance leases.
Warranty Provision
The
Company generally offers its customers a manufacturers’ warranty on Casita products sold for a period of one year. Management records
an expense to cost of goods sold for the costs of warranty repairs at the time of sale. Management’s estimate for warranties is
based on sales levels and historical costs of providing warranties. As of March 31, 2026 and December 31, 2025, respectively, the Company’s
reserve for warranty totaled $
| 12 |
Recent Accounting Pronouncements
Accounting Standards Update No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. Effective for the Company for annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments shall be applied on a prospective basis to costs incurred on or after the date of adoption, with an option to apply to projects in process. The Company adopted ASU 2025-06 on a prospective basis effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
Accounting Standards Update 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. Effective for annual periods beginning after January 1, 2026. The Company adopted ASU 2025-04 on a modified retrospective basis, effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
Accounting Standards Update 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest. Effective for annual periods beginning after December 31, 2026. The Company notes that this standard may be relevant to the determination of the accounting acquirer in the proposed business combination with FGMC, and is evaluating its impact.
Accounting Standards Update 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. Effective for the Company for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of this update on its consolidated financial statements in conjunction with Accounting Standards Update 2024-03, discussed below.
Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the potential impact of this update on its consolidated financial statements. The adoption of ASU 2025-01 together with ASU 2024-03 is not expected to have a material impact on the Company’s results of operations, financial position, or cash flows, as the amendments affect disclosures only, such as expanded expense-disaggregation disclosures designed to provide users of the financial statements with more transparency into the nature of the Company’s expenses and cost structure.
Accounting Standards Update No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Effective for public entities for interim periods within fiscal years beginning after Dec. 15, 2027 with early adoption permitted. The company is evaluating this standard.
Management does not believe any other recently issued but not yet effective accounting standards will have a material impact on these financial statements.
NOTE 3 – GOING CONCERN
These
unaudited interim condensed consolidated financial statements have been prepared under the assumption that the Company will continue
as a going concern. Substantial doubt about the Company’s ability to continue as a going concern exists. For the three months ended
March 31, 2026, the Company reported a net loss of $
Management’s plan to address this uncertainty includes: (a) continued tight controls over operating costs; (b) accelerating Casita deliveries and sales; and (c) raising capital through equity financing, including through the proposed business combination with FGMC. The Company anticipates that capital on hand and expected future funding will be sufficient to fund operations for more than 12 months from the date of these financial statements. However, there can be no assurance management’s plans will be achieved.
NOTE 4 – INVESTMENTS
For
the three months ended March 31, 2025, the Company held U.S. Treasury securities classified as available-for-sale. Unrealized loss on
investments for the three months ended March 31, 2025 was $
| 13 |
NOTE 5 – INVENTORIES, NET
As of March 31, 2026 and December 31, 2025, inventories consist of the following:
| Balance as of | ||||||||
| March 31, | December 31, | |||||||
| (In Thousands) | 2026 | 2025 | ||||||
| Raw material | $ | $ | ||||||
| Inventory in-transit | ||||||||
| Work-in progress | ||||||||
| Consignment | ||||||||
| Finished goods | ||||||||
| Allowance for slow moving inventory | ( | ) | ||||||
| Total inventory | $ | $ | ||||||
For
the three months ended March 31, 2026, the Company recorded an inventory valuation adjustment of $
NOTE 6 – LOAN RECEIVABLES, NET
As
of March 31, 2026 and December 31, 2025, gross loan receivables totaled $
The following table presents the roll forward of the CECL allowance for the three months ended March 31, 2026 and 2025:
| For the Three Months Ended March 31,2026 | ||||||||||||
| Allowance for Credit Losses | Current Loan Receivable | Non- Current Loan Receivable | Accounts Receivable | |||||||||
| Balance as of December 31, 2025 | $ | |||||||||||
| Provision for credit losses | ||||||||||||
| Write-offs | ||||||||||||
| Recoveries | ( | ) | ||||||||||
| Balance as of March 31, 2026 | $ | |||||||||||
| 14 |
NOTE 7 – PROPERTY AND EQUIPMENT, NET
The Company’s property and equipment consists of the following amounts as of March 31, 2026 and December 31, 2025:
| Balance as of | ||||||||
| (In Thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Computers and other peripheral equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Machinery and equipment | ||||||||
| Tenant improvements | ||||||||
| Vehicles | ||||||||
| Land | ||||||||
| Casita fixed assets | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment - net | $ | $ | ||||||
Depreciation
During
the three months ended March 31, 2026 and 2025, the Company recognized $
Deposits on Equipment
As
of March 31, 2026 and December 31, 2025, the Company recorded $
NOTE 8 – INTANGIBLE ASSETS, NET
The Company held the following intangible assets as of March 31, 2026 and December 31, 2025:
| Balance as of | ||||||||
| March 31, | December 31, | |||||||
| (In thousands) | 2026 | 2025 | ||||||
| Asset | ||||||||
| Intellectual property | $ | $ | ||||||
| Software | ||||||||
| Domain | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
During
the three months ended March 31, 2026 and 2025, the Company recognized $
NOTE 9 – CURRENT LIABILITIES
Accounts Payable
Accounts payable as of March 31, 2026 and December 31, 2025 consisted of the following:
| Balance as of | ||||||||
| (In thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Outstanding vendor bills | $ | $ | ||||||
| Sales tax payable | $ | |||||||
| Credit card balances | ||||||||
| Total | $ | $ | ||||||
| 15 |
Customer Deposits
As
of March 31, 2026 and December 31,2025, customer deposits were $
Deferred Revenue
Deferred revenue is comprised of prepayments on unfulfilled purchase orders and prepayments for site surveys. Deferred revenue consisted of the following as of March 31, 2026 and December 31, 2025:
| As of | ||||||||
| (In Thousands) | March 31,2026 | December 31,2025 | ||||||
| Deferred revenue, beginning of period | $ | $ | ||||||
| Add: Payments received in advance of delivery | ||||||||
| Less: Revenue recognized from beginning balance | ( | ) | ( | ) | ||||
| Less: Adjustments | ( | ) | ( | ) | ||||
| Deferred revenue, end of period | $ | $ | ||||||
NOTE 10 –LEASES
On
December 29, 2020, the Company signed a
After
December 31, 2022, the Company amended the lease agreement to obtain additional space in a neighboring warehouse for four years, with
the first month’s base rent of $
On
June 10, 2022, the Company signed a
In
accordance with the company’s lease contracts, in 2023 the company received a partial refund of its security deposit for $
| 16 |
The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term. The Company has determined that it was reasonably certain that the renewal options would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the Company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company.
As
of March 31, 2026 and December 31, 2025, Right of Use Assets, net, were $
The following table presents the maturity of operating lease liabilities as of March 31, 2026:
| Remaining lease payments | Fiscal year | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total lease payments | $ | |||
| Less: Imputed interest | ( | ) | ||
| Total lease liability | $ | |||
As
of March 31, 2026 and December 31, 2025, the weighted average remaining lease term was
NOTE 11 – RELATED PARTY TRANSACTIONS
The Company had the following transactions with related parties:
| Three Months Ended March 31, | ||||||||
| (In Thousands) | 2026 | 2025 | ||||||
| Consolidated Statement of Operations | ||||||||
| Rental income (1) | $ | $ | ||||||
| Balance as of | ||||||||
| (In Thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Consolidated Balance Sheets | ||||||||
| Preferred Stock (2) | $ | $ | ||||||
| (1) |
| 17 |
| (2) |
NOTE 12 – STOCKHOLDERS’ EQUITY
Preferred and Common Stock
Effective October 21, 2024, the Company filed an amendment to the articles of incorporation which increased the authorized Common Stock from billion shares to billion shares of Common Stock, $ par value per share, and increased the authorized Preferred Stock from billion shares to billion shares of Preferred Stock, $ par value per share. The number of authorized Preferred Stock designated as Non-Voting Series A, A-1, A-2, and A-3 did not change, but the undesignated Preferred Stock of billion shares increased to an authorized billion shares of undesignated Preferred Stock, $ par value per share.
Preferred Stock Liquidation Preference
The following table summarizes the liquidation preferences as of March 31, 2026, in order of liquidation:
| (In Thousands) | Shares Authorized | Shares Issued and Outstanding | Liquidation Preference Balance | |||||||||
| Series A-3 Preferred Stock | ||||||||||||
| Series A-2 Preferred Stock | ||||||||||||
| Series A-1 Preferred Stock | ||||||||||||
| Series A Preferred Stock | ||||||||||||
| Non-classified Preferred Stock | ||||||||||||
| Total Series A Preferred Stock | $ | |||||||||||
Sales of Preferred Stock
During
the three months ended March 31, 2026 and 2025, the Company issued thousand and thousand shares of Series A-3 Preferred Stock
for gross proceeds of $
Specifically, during the three months ended March 31, 2025, the Company issued:
| - |
shares of Series A-3 Preferred Stock for gross proceeds of $ | |
| - |
shares of Series A-3 Preferred Stock for gross proceeds of $ |
Warrants
In
connection with the issuance of certain A-3 shares, as of March 31, 2026 and December 31, 2025, respectively, the Company has issued
| 18 |
Escrow Receivable
As
of March 31, 2026 and December 31, 2025, the Company recorded $
Offering Costs and Deferred Offering Costs
As
of March 31, 2026 and December 31, 2025, the Company incurred offering costs of $
Subscription Liability
As
of March 31, 2026 and December 31, 2025, the Company had $
Stock-based Compensation
On August 12, 2024, the Company amended and restated the Amended 2021 Stock Incentive Plan (“Plan”) to increase the number of shares of Common Stock reserved for issuance under the Plan to million shares (previously million shares were reserved for issuance under the 2021 Stock Incentive Plan), as well as certain other amendments, subject to stockholder approval and notice. The Plan, as amended and restated, became effective on October 18, 2024.
Administration:
The Board of Directors delegated to the Compensation Committee of the Board of Directors the authority to administer the Plan (the “Plan Administrator”), which includes the authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interest of the Company, and to make all other determinations necessary for the administration of the Plan to the extent not contrary to the express provisions of the Plan.
Eligibility:
Eligible participants in this Plan include the employees of, non-employee directors of, and consultants to the Company. To the extent permitted by applicable law, awards may also be granted to prospective employees and non-employee members of the Board, but no portion of any such award shall vest, become exercisable, be issued or become effective prior to the date on which such individual begins providing services to the Company.
The Plan Administrator has the sole discretion to determine which participants will receive an award, including the determination of whether an award to an eligible participant will further the Plan’s purposes of providing incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the Company’s success by offering them an opportunity to participate in the Company’s future performance through the grant of awards, as well as the type of any award to be granted, the number of shares of Common Stock subject to any award, and the terms and conditions of any award.
Awards:
As of March 31, 2026, only Stock Options and Restricted Stock Units (“RSUs”) were outstanding under the Plan.
| 19 |
The Plan permits the following types of awards:
Stock Appreciation Rights:
Stock Appreciation Rights (“SARs”) may be granted to Participants and shall have a per-share base value equal to the Fair Market Value of a share of Common Stock on the Grant Date. SARs may be settled at such times, and subject to restrictions and conditions, which need not be the same for all Participants; provided that no SAR shall settle later than ten (10) years from the Grant Date. Upon settlement, the Participant shall be entitled to receive payment of an amount determined by multiplying (a) the difference, if any, between the Fair Market Value of one share of Common Stock on the date of settlement and the base value of one share of Common Stock on the Grant Date; and (b) the number of shares of Common Stock with respect to which the SAR is settled. Payment for SARs shall be in cash, shares of Common Stock of equivalent value, or in a combination thereof. As of March 31, 2026, the Company has not issued any SARs.
Restricted Stock Unit:
Restricted Stock Unit awards may be subject to transfer and other restrictions including, without limitation, continued employment, performance conditions, or limitations on voting and/or dividend rights. Restricted Stock awards will be forfeited if the restrictions imposed on the Grant Date have not expired at the time of termination of employment or service in the case of a non-employee director or consultant. As of March 31, 2026, and December 31, 2025, the Company had granted (net of forfeitures) and Restricted Stock Units, respectively, which are subject to time and performance vesting conditions.
Stock Grant Awards:
Stock Grant Awards grant the Participant the right to receive (or purchase at such price as previously determined in the award) a designated number of shares of Common Stock free of any vesting restrictions. The purchase price, if any, shall be payable in cash or other form of consideration. Stock Grant Awards may be granted or sold in respect of past services or other valid consideration, or in lieu of any cash compensation due to the Participant. As of March 31, 2026 and December 31, 2025, respectively, the Company has not issued any Stock Grant Awards.
Stock Options:
Under the Plan, Stock Options may be granted to Eligible Participants at a per-share exercise no less than 100% of the Fair Market Value of one share of Common Stock as of the Grant Date. The Administrator shall determine when the Stock Option may be exercised, including any performance, vesting or other conditions, provided the term does not exceed ten (10) years from the Grant Date. If the Participant’s employment or service is terminated for cause, their unexercised Stock Options immediately lapse, including any vested Stock Options. Incentive Stock Options (“ISOs”) may only be granted to Participants who are also employees. The exercise price of ISOs shall equal the Fair Market Value of one share of Common Stock as of the Grant Date and shall expire upon the earlier of ten (10) years from the Grant Date (unless a shorter time is set in the Participant’s award agreement), provided that, ISOs granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company must have a per-share exercise price of no less than 110% of the Fair Market Value of one share of Common Stock as of the Grant Date and cannot have a term exceeding five (5) years from the Grant Date. The vested portion of a Stock Option lapses three (3) months following the effective date of the Participant’s termination of employment or twelve (12) months following the effective date of the Participant’s termination of employment due to death or disability, as defined in the Plan (in each case, unless a shorter time is set in the Participant’s award agreement) but in no event later than the expiration of the Stock Option.
| Weighted Average Exercise Price per Share | ||||||||||||
| (In Thousands except for per share price) | Stock Options | Exercise Price per Share | Term (in years) | |||||||||
| Outstanding as of December 31, 2024 | ||||||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Forfeited/cancelled | ( | ) | ||||||||||
| Outstanding as of December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Forfeited/cancelled | ( | ) | ||||||||||
| Outstanding as of March 31, 2026 | ||||||||||||
| Exercisable as of March 31, 2026 | $ | |||||||||||
The Company accounts for share-based compensation arrangements using a fair value method which requires the recognition of compensation expense for costs related to all share-based payments, including stock options. The fair value method requires the Company to estimate the fair value of share-based payment awards on the date of grant using an option pricing model. The Company uses the Black-Scholes pricing model to estimate the fair value of Stock Options granted 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 adjusted accordingly. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected life of the award.
| 20 |
| Expected life (years) (1) | - | |||
| Risk-free interest rate (2) | - | % | ||
| Expected volatility (3) | - | % | ||
| Annual dividend yield (4) | % | |||
| Weighted average fair value of options granted | $ | |||
| (1) | |
| (2) | |
| (3) | |
| (4) |
Share-based compensation expense is not adjusted for estimated forfeitures but instead adjusted upon an actual forfeiture of a stock option. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture.
Restricted Stock Units:
Restricted Stock Units (“RSUs”) grant the Participant the right to receive a certain number of shares of Common Stock, a cash payment equal to the Fair Market Value of that number of shares of Common Stock (determined as of a specified date), or a combination thereof, based on the terms and conditions of the award, as determined by the Plan Administrator. Upon termination of employment (or service as a non-employee director or consultant), unvested RSUs shall be forfeited.
RSUs represent a right to receive a single common share. .
The Company granted and RSUs during the three months ended March 31, 2026 and 2025, respectively.
| 21 |
Weighted-Average Grant Date |
||||||||
| (In Thousands except for per share amounts) | RSU’s | Fair Value per Share | ||||||
| Outstanding as of December 31, 2024 | $ | |||||||
| Awarded | ||||||||
| Vested | ||||||||
| Cancelled | ( | ) | ||||||
| Outstanding as of December 31, 2025 | $ | |||||||
| Awarded | ||||||||
| Vested | ||||||||
| Cancelled | ( | ) | ||||||
| Outstanding as of March 31,2026 | $ |
|
||||||
For the Three Months Ended March 31 | ||||||||
| (In Thousands) | 2026 | 2025 | ||||||
| Cost of Goods Sold | $ | $ | ( | ) | ||||
| General and Administrative | ( | ) | ( | ) | ||||
| Sales and Marketing | ( | ) | ||||||
| Research and Development | ( | ) | ||||||
| Total Stock-Based Compensation Expense | $ | ( | ) | $ | ( | ) | ||
The expected life of employee stock options was estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses public company compatibles as a basis for its expected volatility to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date.
The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine an estimate of future forfeiture rates.
During the three months ended March 31, 2026, new expense was recognized for RSU awards based on the Company’s conclusion that the performance condition for the RSUs was not probable of being satisfied at such time, as discussed below. However, forfeitures of previously granted Stock Options and RSUs resulted in a recapture of $ thousand, and $ thousand in stock-based compensation expense for the three months ended March 31, 2026. The amount of future stock-based compensation expense may be impacted by additional option or RSU grants, or further forfeitures.
Stock-based compensation expense for all stock-based awards, including stock options and restricted stock units (“RSUs”), is measured at fair value on the date of grant. The fair value of stock options is estimated on the date of grant using a Black-Scholes option-pricing model. The fair value of RSUs is estimated on the date of grant based on the fair value of the underlying common stock.
| 22 |
The Company has elected to recognize compensation expense for stock options granted to employees on a straight-line basis over the requisite service period, which is generally the vesting period. Compensation expense for RSUs is amortized using the accelerated attribution approach over the requisite service period as long as the performance condition in the form of a specified liquidity event is probable to occur.
The fair value of stock options granted to non-employees is calculated at each grant date and re-measured at each reporting date using the Black-Scholes option-pricing model and the resulting change in value, if any, is recognized in the consolidated statements of operations and comprehensive loss for the periods in which the related services are rendered.
The Company has granted Restricted Stock Units (RSUs) that vest upon the satisfaction of both a service-based and a performance-based requirement. The service condition is a stated service period generally requiring 36 months of service, with the total number of RSUs awarded vesting on a cliff basis after the 36-month anniversary date of the grant. The performance-based condition is an event-based criteria that will be satisfied as to any then-outstanding RSUs on the first to occur of a ‘Qualifying Transaction” defined as: (1) the closing date of a transaction resulting in a change in control; or (2) the effective date of an IPO.
The RSUs vest on the date upon which both the service-based and performance-based requirements are satisfied. If a Qualifying Transaction occurs prior to the Vesting Date, the RSUs shall fully (100%) vest effective immediately prior to and contingent upon the Qualifying Transaction. If the Grantee’s employment by the Company terminates for any reason prior to a Qualifying Transaction, such termination shall result in the immediate forfeiture and cancellation of the RSUs, which means the Grantee will not be entitled to any payment after the date of such termination. If the RSUs vest, the Company will deliver one share of common stock for each vested RSU on the settlement date. The unvested RSUs expire ten years from the grant date.
As of March 31, 2026 and December 31, 2025, respectively, the Company concluded that the performance condition described above for the RSUs was not probable of being satisfied at such time. As a result, the Company has not recognized any compensation cost to date for any RSUs outstanding. In the period in which the performance-based condition is achieved, the Company will accelerate all vesting and record the stock-based compensation expense using the accelerated attribution method, based on the grant date fair value of the RSUs.
| (In Thousands) | Number of Units | Grant Date Fair Value | ||||||
| Outstanding and unvested at December 31, 2025 | $ | |||||||
| RSUs Granted | $ | |||||||
| RSUs Forfeited | ( | ) | $ | ( | ) | |||
| Outstanding and unvested at March 31, 2026 | $ | |||||||
As of March 31, 2026 and December 31, 2025, respectively, all stock-based compensation expenses related to the Company’s RSUs remained unrecognized because the performance-based condition was not satisfied. No RSUs had met their service-based vesting condition as of December 31, 2025; also, no RSUs had met the performance vesting condition as of December 31, 2025 or March 31, 2026.
If the performance vesting condition had been satisfied on March 31, 2026, the Company would have recorded $ million of stock-based compensation expense using the accelerated attribution method related to RSUs. Due to the nature of the acceleration clause, upon a Qualified Transaction, 100% of the stock-based compensation expense on these RSUs will be recognized.
| 23 |
NOTE 13 – COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement.
In the ordinary course of business, the Company is occasionally party to various legal proceedings and claims. A liability will be accrued when a loss is both probable and can be reasonably estimated. Management believes that the probability of a material loss from any of these existing claims is remote. However, litigation is inherently uncertain, and it is not possible to predict the ultimate disposition of these proceedings. There are no legal proceedings which the Company believes will have a material adverse effect on the Company’s financial position.
Legal Proceedings
Claims filed by the Company
| (i) | The
Company initiated legal action against former employees who violated their agreements post-termination. Specifically, the Company
filed two lawsuits against former employees alleging claims including breach of contract, violations of the Computer Fraud &
Abuse Act, violations of the Defend Trade Secrets Act, conversion, unjust enrichment, breach of 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 matters 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 $ |
| (ii) | On April 30, 2024, the Company filed a lawsuit against Brave Control Solutions, Inc. and individual Brent McPhail in US District Court. The Company seeks damages equal to all amounts paid under the contracts, among other relief, to recover from these breaches and misrepresentations. The Company anticipates a judgment in its favor, but recovery of these assets is uncertain. | |
| (iii) | 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. |
Claims filed against the Company
| (i) | 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. | |
| (ii) | 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 $ | |
| (iii) | Leader
Capital is a shareholder of the Company and has filed suit against the Company and its previous transfer agent, Transfer Online,
Inc. After the Company filed its motion for summary judgement, Leader dismissed all claims against the Company. In February 2026,
the Court granted the Company’s motion for attorneys’ fees awarding the Company approximately $ |
| 24 |
| (iv) | The Company has received claims from various parties alleging that BOXABL 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. | |
| (v) | 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 $ | |
| (vi) | 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, demanding that the Company immediately remove the units. The Company
has denied all liability and is negotiating a resolution of the dispute with the RV Park. The Company also has an outstanding receivable
from the RV Park in the amount of $ |
Other Matters
The
Company uncovered potential misconduct by a former employee related to a stock scheme, the impact of which is challenging to measure.
The Company anticipates that judgment will be entered in its favor for a sum less than $
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 $
In 2025, the U.S. government implemented new tariff measures affecting a broad range of imported materials. The Company has evaluated the potential impact of these actions on its operations and supply chain and does not expect them to have a material impact on its financial position or results of operations in the near term. The Company’s 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 the Company transitions into the next phase of its product development, including Phase 2, its 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. The Company will continue to monitor developments in U.S. trade policy and adjust its supply chain strategy as necessary.
NOTE 14 – INCOME TAXES
For the three months ended March 31, 2026 and 2025, the Company incurred insignificant amounts for an income tax provision. The U.S. federal and California deferred tax assets generated from the Company’s net operating losses have been fully reserved, as the Company believes it is not more likely than not that the benefit will be realized.
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”) of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system, including the allowance of 100% expensing of qualified asset expenditures, immediate expensing of qualifying domestic research and development expenses and permanent extensions of certain other provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for 2025, beginning January 19, 2025. We are evaluating the impact of these tax law changes on our financial statements.
Deferred Tax Assets and Liabilities
Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered. The Company has established a full valuation allowance against the net deferred tax assets as of March 31, 2026 and December 31, 2025 due to historical losses and uncertainty surrounding the use of such assets.
As
of March 31, 2026, the fair value of the Company’s Bitcoin holdings ($
| 25 |
NOTE 15 - SEGMENTS
The
Company operates as
The Company has no significant long-lived assets recognized on the Consolidated Balance Sheets outside of the US jurisdiction.
The Company’s consolidated statements of
comprehensive loss for the years ended March 31, 2026 and 2025, are shown below. The specific line items that the CODM reviews are marked
as Significant in the income statement below.
| For The Periods Ended | ||||||||
| (In Thousands, except per share amounts) | March 31, 2026 | March 31, 2025 | ||||||
| Revenues (Significant) | $ | $ | ||||||
| Cost of goods sold (Significant) | ||||||||
| Gross loss | ||||||||
| Operating expenses: | ||||||||
| General and administrative (Significant) | ||||||||
| Sales and marketing (Significant) | ||||||||
| Research and development (Significant) | ||||||||
| Impairment loss | ||||||||
| Total operating expenses | ||||||||
| Loss from operations (Significant) | $ | $ | ||||||
| Other income: | ||||||||
| Interest income | ||||||||
| Other income | ( | ) | ||||||
| Total other income: | ||||||||
| Net loss attributed to common stockholders | $ | $ | ||||||
| Weighted average common shares outstanding -basic and diluted | ||||||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | ||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Unrealized loss (gain) on investments | $ | $ | ||||||
| Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
General and administrative, sales and marketing, and research and development costs are all considered significant in the aggregate. There are no specific line items within these categories that the CODM considers significant and regularly reviews. However, for cost of goods sold (COGS), the CODM specifically reviews one of the expenses within this category, rather than COGS as an aggregate- this significant expense is the Cost of Casitas Sold. See the disclosure below:
| For The Periods Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Cost of Casitas Sold (Significant) | ||||||||
| All other line items within COGS (1) | ||||||||
| COGS | ||||||||
| (1) |
NOTE 16– SUBSEQUENT EVENTS
The Company has evaluated subsequent events from March 31, 2026, through May 14, 2026, the issuance date of these unaudited interim condensed consolidated financial statements.
Sales Activity
Between March 31, 2026 and May 14, 2026, the Company shipped 5 units. As of May 14, 2026, there are currently 271 units that are under contract.
State Approvals
On April 8, 2026, the Company received modular approval for its 1-bedroom Casita unit in California. On April 24, 2026, the Company received authorization to produce modular housing in compliance with applicable Texas codes and regulations.
Equity Events
For awards previously issued under the Company’s Amended 2021 Stock Incentive Plan, the Company recognized employee forfeitures of RSUs subsequent to March 31, 2026. No forfeitures of Stock Options were recognized subsequent to March 31, 2026. No additional grants of RSUs or Stock Options were made under the Plan.
The 2026 Omnibus Incentive Plan is designed to support the Company’s growth and profitability by providing short- and long-term incentives aligned with its objectives, reward strong individual performance, promote teamwork, and enhance the Company’s ability to attract and retain key employees, directors, and consultants. The Plan authorizes grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance-based awards, including performance-based restricted stock and restricted stock units, (vi) other share-based awards, (vii) other cash-based awards, and (viii) any combination thereof.
Merger
On September 18, 2025, the Company filed a Registration Statement on Form S-4 (as amended, the “Registration Statement”) in connection with its proposed merger. The Company subsequently filed Amendments No. 1, 2, 3, 4, and 5 to the Registration Statement on December 30, 2025, February 5, 2026, April 14, 2026, May 6, 2026 and May 8, 2026 respectively. On May 12, 2026, the Registration Statement was declared effective. Each of FGMC and the Company have scheduled special stockholder meetings for June 9, 2026, at which stockholders are asked to approve the Merger Agreements and certain other related corporate actions.
| 26 |
Item 2. 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 unaudited condensed consolidated financial statements and the related notes included elsewhere herein and our audited consolidated financial statements and related notes for the year ended December 31, 2025 included in our most recent annual report on Form 10-K filed on the Securities and Exchange Commission (“SEC”) on March 27, 2026. The condensed consolidated financial statements of the Company appearing in this Quarterly Report on Form 10-Q are unaudited, and may not include year-end adjustments necessary to make those financial statements comparable to audited results, although, in the opinion of management, all adjustments and disclosures necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year.
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 2”) in June 2022 and (“Factory 3”) 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 right size and improve our workforce, including improving our business development and sales teams to focus and better support the engagement with B2C customers, while continuing focus on the B2B and B2G sales channels and enhancing our technology team.
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, Texas and in South Carolina. The approvals were obtained as follows:
| ● | During May 2024, we received approval to sell Casitas as Modular homes in California in certain climate zones. | |
| ● | During July 2024, we received approval to sell Casitas under the Statewide Modular Program in New Mexico. | |
| ● | During January 2025, we received approval to sell Casitas in Nevada under the Residential Building code. | |
| ● | During January 2025, we received approval to sell Casitas under the Statewide Modular Program in all climate zones in California. | |
| ● | During June 2025, we received approvals of plan sets for the Casita in South Carolina under the Statewide Modular Program, and our manufacturers license; factory certification is pending and the Company expects this within the next 6 months. | |
| ● | During October 2025, we received approvals of plan sets for the Casita in Texas under the Statewide Modular Program. During April 2026, we received authorization for the facility to produce modular housing in compliance with applicable Texas codes and regulations. | |
| ● | During December 2025, we received a critical license from the State of California as a “Commercial Modular Manufacturer”. | |
| ● | In 2025, we developed one-bedroom and two-bedroom Casita configurations, connecting two Casita Boxes. In November 2025, the Company obtained California statewide approval for the two-bedroom Casita model and, in April 2026, we received approval to sell the 1-bedroom Casita model in California. |
| 27 |
New sales within recently approved states and jurisdictions may continue to face delays due to the time needed for site preparation, arranging funding for the project 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: Oklahoma, Wyoming, Kansas, West Virginia, Hawaii, Vermont, Alaska, Oregon, Connecticut, Delaware, New York, and Tribal Lands.
The Company has retained multiple third-party inspection agencies to assist in achieving certification in multiples states with modular housing legislation simultaneously.
To date through May 14, 2026, we have manufactured 806 Casitas and have completed delivery of 318 Casitas in 10 states. As of May 14, 2026, there were currently 271 units that are under contract.
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” or “Acquiror”), 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 Nevada Revised Statute (“NRS”) and Texas Business Corporations Code. 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. The transaction is intended to qualify as a reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Internal Revenue Code.
The Merger Agreement was originally entered into on August 4, 2025, with an Agreement End Date of December 31, 2025. It was amended on November 3, 2025 to extend the Agreement End Date to March 31, 2026. On April 6, 2026, the parties entered into a Second Amendment to the Merger Agreement which, among other things: (i) extended the Agreement End Date to July 31, 2026; (ii) modified the lock-up provisions applicable to the Sponsor Parties, Paolo Tiramani, Galiano Tiramani, and their respective affiliates; (iii) clarified that the definition of Acquiror Securities includes the 8,295,800 outstanding rights, each entitling the holder to receive one-tenth of one share of Acquiror common stock upon consummation of an initial business combination; and (iv) provided either party the right to terminate the Merger Agreement if a written response has not been received within five business days of a written request made thereunder.
The Company filed a Registration Statement on Form S-4 (as amended to date, the “Registration Statement”) in connection with its proposed merger. On May 12, 2026, the Registration Statement was declared effective. Each of FGMC and the Company have scheduled special stockholder meetings for June 9, 2026, at which stockholders are asked to approve the Merger Agreements and certain other related corporate actions.
| 28 |
Closing Conditions
The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of the Company and FGMC, 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 July 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. The Merger Agreement may also be terminated by either party if that party has made a written request under the Merger Agreement to the other party and has not received a response after 5 business days. 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, 2.2, 2.3 and 2.4 to this Quarterly Report on Form 10-Q, which are 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, depending on the then trading price of the Surviving Pubco’s common stock.
The foregoing description of the Sponsor Support Agreement, Company Support Agreement, Company Lock-Up Agreements, and Sponsor Lock-Up Agreement does not purport to be complete and is qualified in their entirety by reference to the full text of such agreements, copies of which are herein by reference to Exhibits 10.23, 10.24, 10.25, and 10.26 to this Quarterly Report on Form 10-Q.
| 29 |
Trend Information
To date through May 14, 2026, we have manufactured 806 Casitas and have completed deliveries of 318 Casitas in 10 states. As of May 14, 2026, there were currently 271 units that are under contract.
Leveraging insights from our regulatory journey and evolving market dynamics, the Company has refined its go-to-market strategy to concentrate resources on the highest-value near-term opportunities. Our primary focus is the B2C segment, with an emphasis on the Accessory Dwelling Unit (“ADU”) market in California, where we have obtained statewide modular approvals across all climate zones and hold a Commercial Modular Manufacturer license. To improve sales efficiency and lead quality, the Company has made targeted investments in its sales infrastructure during the three months ended March 31, 2026, including enhancements to its customer relationship management system, upgrades to its consumer-facing website with improved lead qualification tools and expanded financing resources for prospective buyers, and the addition of sales personnel to support direct customer engagement.
In parallel, the Company continues to selectively pursue small community and multi-unit residential opportunities where the Casita product is well-suited, including faith-based organizations, attainable communities, and workforce housing developments. The Company is also introducing its Phase 2 Modular Building System to a select group of developers and builders. Phase 2 comprises larger Box modules, including 20’ x 30’ and 20’ x 40’ configurations, that can be stacked and connected to create a range of building types, including single-family homes and townhomes, addressing demand for larger residential floor plans that extend beyond the Casita’s ADU format.
Additionally, the Company continues to selectively pursue commercial modular opportunities, leveraging its Commercial Modular Manufacturer license in California and its established manufacturing capabilities to serve institutional and commercial customers where the Company’s factory-built building system offers meaningful advantages over traditional construction methods.
Tariffs and Inflation
Since early 2025, the U.S. government has implemented a series of escalating tariff measures affecting a broad range of imported materials relevant to the construction and manufacturing industries, including steel and aluminum (currently subject to Section 232 tariffs of up to 50%), copper (subject to Section 232 tariffs of up to 50% effective August 2025), and timber and lumber products (subject to Section 232 tariffs effective October 2025). In February 2026, the U.S. Supreme Court struck down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”), partially reducing the overall tariff burden; however, Section 232 and Section 301 tariffs remain in effect and were not impacted by that ruling. The overall tariff environment remains fluid and subject to further regulatory and legal developments.
We have evaluated the potential impact of these actions on our operations and supply chain. In the near term, we do not expect the tariffs to have a material impact on our financial position or results of operations, primarily because our operations are currently supported by a substantial inventory of completed units manufactured prior to many of the tariff adjustments, which reduces our immediate exposure to increased input costs. Additionally, as we transition into the next phase of product development, including our Phase 2 Modular Building System, our sourcing strategy reflects a greater emphasis on domestic procurement, which is expected to further reduce our exposure to tariff-related cost volatility over time.
We believe that our factory-based manufacturing process and cost structure provide a degree of resilience relative to traditional stick-built construction, which would face similar or greater cost increases from tariffs on imported materials. To the extent that tariff-related cost increases affect our supply chain, we believe we may have the ability to pass a portion of those costs on to end customers while maintaining the competitive positioning of the BOXABL solution, although there can be no assurance that we will be able to do so.
However, the tariff environment involves substantial and evolving uncertainty regarding U.S. and international trade policy. The U.S. government may implement additional tariff measures, renegotiate existing trade agreements, or impose further import duties affecting materials used in our products or manufacturing equipment. In light of this uncertainty, we do not have full clarity over the potential medium- to long-term impacts on our business. The availability of certain imported goods could be affected if foreign suppliers reduce their exposure to U.S. markets in response to trade policy actions, which could impair our suppliers’ ability to deliver materials or equipment on schedule and thereby delay our deliveries. Furthermore, broader macroeconomic effects of global trade disruptions — including rising inflation, slower economic growth, and increased unemployment — could dampen consumer demand and adversely affect the housing market, reducing demand for our products.
| 30 |
Results of Operations
Revenues
Our revenues for the three months ended March 31, 2026 and 2025 were $1.6 million and $123,000, respectively. Revenue was generated by the sale of 20 Casitas delivered to 7 customers during the three months ended March 31, 2026. This is in comparison to the sale of 1 Casitas delivered to 1 customer during the three months ended March 31, 2025. The increase in revenues year-over-year was driven by increased unit deliveries and expanded state modular approvals, partially offset by delays associated with customer site preparation and the transition of the Company’s go-to-market strategy to re-focus on the broader installation process. Significant customers included The City of Henderson, Nevada, representing 71% of revenues for the three months ended March 31, 2026, respectively.
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, related labor and indirect overhead costs associated with that production. Cost of goods sold were $4.9 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively.
Cost of goods sold for the three months ended March 31, 2026 and 2025, consist of the following:
| March 31, | ||||||||
| (In Thousands) | 2026 | 2025 | ||||||
| Direct material/shipping | $ | 774 | $ | 34 | ||||
| Direct labor | 669 | 29 | ||||||
| Manufacturing overhead | 605 | 50 | ||||||
| Inventory adjustments | 1,897 | 2,064 | ||||||
| Stock based compensation (recapture) | 0 | (59 | ) | |||||
| Allowance for Slow-Moving and Obsolete Inventory | 964 | - | ||||||
| Cost of goods sold | $ | 4,909 | $ | 2,118 | ||||
We produced 26 and 11 Casitas in the three months ended March 31, 2026 and 2025, respectively. 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.
Cost of goods sold in the three months ended March 31, 2026 did not reflect any stock-based compensation expense or recapture resulting from terminations whereas the company recognized a net recapture of $59,000 of stock-based compensation expense within cost of goods sold in the three months ended March 31, 2025.
Operating Expenses
Operating expenses for the three months ended March 31, 2026 and 2025, consisted of the following:
| March 31, | ||||||||
| (In Thousands) | 2026 | 2025 | ||||||
| General and administrative | $ | 3,189 | $ | 1,807 | ||||
| Sales and marketing | 525 | 6,350 | ||||||
| Research and development | 566 | 583 | ||||||
| Total Operating expenses | $ | 4,280 | $ | 8,740 | ||||
| 31 |
General and administrative expenses consist of compensation and benefits for employees across administration, finance, legal, and investor relations functions, as well as rent, shop supplies, and utilities. General and administrative expenses increased by $1.4 million, or approximately 76%, for the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily driven by higher professional fees, including legal, accounting, and consulting costs, associated with the proposed merger with FGMC, and the remediation work to address previously identified material weaknesses in internal control over financial reporting. These increases were partially offset by lower employee compensation costs resulting from workforce restructuring initiated during 2025.
Sales and marketing expenses decreased by $5.8 million, or approximately 92%, for the three months ended March 31, 2026 compared to the same period in 2025. The decrease reflects a significant increase in advertising for our Regulation A and Regulation D offerings in 2025 leading up to the close of the offerings in June 2025, which were not incurred in the 2026 period. The Company has refocused its sales and marketing efforts on targeted B2C outreach, principally in the California ADU market, and has made selective investments in its sales infrastructure, including CRM enhancements and improved lead qualification tools, which carry a substantially lower cost profile than broad advertising campaigns.
Research and development expenses were relatively flat at $566,000 for the three months ended March 31, 2026, compared to $583,000 for the same period in 2025. Research and development activities are focused on product testing, obtaining regulatory permits and approvals, and developing next-generation building systems. During the first quarter of 2026, research and development efforts shifted toward advancing the Company’s Phase 2 Modular Building System, which includes larger 20’ × 30’ and 20’ × 40’ Box configurations designed for multi-unit residential applications. The Company expects research and development expenditures to increase in future periods as development of the Phase 2 product progresses.
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. The fair value of RSU awards is determined based on the fair market value of the Company’s common stock on the date of grant. 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 condition and when the performance condition is probable. The Company has determined that the performance condition in its outstanding RSUs is not probable. 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 three months ended March 31, 2026 and 2025, the Company recaptured $216,000 and $2.9 million in stock-based compensation, respectively. The decrease in recapture is attributable to fewer employee forfeitures upon terminations in the first quarter of 2026 compared to the same period 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 three months ended March 31, 2026, our total other income decreased significantly to $54,000, as compared to $472,000 for the three months ended March 31, 2025, due to a decline in the valuation of the Company’s holdings in Bitcoin of $197,000, as well as lower balances of interest-bearing investments.
Liquidity and Capital Resources
Going Concern
The Company’s unaudited interim condensed 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. Substantial doubt about the Company’s ability to continue as a going concern exists. For the three months ended March 31, 2026, the Company reported a net loss of $7.6 million and operating cash outflow of $7.1 million. At March 31, 2026, the Company had an accumulated deficit of $783.6 million, compared to $776.0 million at December 31, 2025. Absent additional action, the Company will require additional liquidity to continue operations over the next 12 months.
| 32 |
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 deliveries and sales, and (c) raising funds through equity financing, including through the proposed business combination with FGMC. 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 March 31, 2026, 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 March 31, 2026, the Company held $22.3 million in unrestricted cash and cash equivalents and $696,000 in digital assets, compared to $29.0 million in cash and cash equivalents and $893,000 in digital assets as of December 31, 2025. 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 financial statements in the Company’s Definitive Proxy 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 for the three months ended March 31, 2026 of $7.1 million for the three months ended March 31, 2026, divided by three months) 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. However, a higher level of redemptions by FGMC stockholders than those reflected in our assumptions set forth in the Pro Forma Table could erode or even eliminate these funds.
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 over the longer term will be driven primarily from the sales of the Company’s products, as well as future debt or equity capital raises. As of May 14, 2026, the Company had signed contracts for (but not shipped yet) 271 units. We expect that these sales contracts will convert to revenue, providing cash flow to the Company.
Historical Cash Flows
| Three Months Ended March 31, | ||||||||
| (In Thousands) | 2026 | 2025 | ||||||
| Net cash used in operating activities | $ | (7,098 | ) | $ | (14,785 | ) | ||
| Net cash provided by (used in) investing activities | $ | (191 | ) | $ | 8,682 | |||
| Net cash provided by financing activities | $ | 542 | $ | 11,766 | ||||
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. The decline in net cash used in operating activities above generally reflects the decrease in net loss to a loss of $7.6 million in the three months ended March 31, 2026 from $10.3 million in the three months ended March 31, 2025 combined with significantly lower non-cash stock-based recapture in the 2026 period as compared to the 2025 period.
| 33 |
Investing Activities
Primary investing activities during the three months ended March 31, 2026, amounting to $191,000, include deposits on equipment purchases and expenditures related to manufacturing patents. During the same period ending March 31, 2025, the company recognized a cash inflow of $8.7 million mostly attributed to the proceeds received for the sale and maturities of investments which did not recur in the 2026 period.
Financing Activities
Primary sources of cash from our financing activities generally includes net proceeds from issuance and sales of Preferred Stock. This also includes proceeds received in advance of security issuance, which is included within the Company’s subscription liability. The decline in the 2026 period above reflects our termination of our offerings under Regulation A, Regulation D in June 2025, which resulted in $12.0 million in net proceeds from the sale of preferred stock in the 2025 period compared to $516,000 in proceeds from the exercise of warrants in the 2026 period.
Inventory
Our physical assets decreased with inventory of $16.2 million as of March 31, 2026, related to 373 inventory units, which is primarily comprised of $10.3 million related to 186 Casitas in finished goods and $5.9 million related to 187 work-in-process units. This compares to $18.8 million in inventory as of December 31, 2025, primarily comprised of 175 Casitas classified as finished goods and 192 work-in-process units. 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. 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.
During the period ending March 31, 2026, the Company fulfilled orders for 20 casita units. During the same period, the Company also produced 26 new units and completed the re-work on 5 units previously classified as work-in-process, resulting in 31 new units classified as finished goods.
Property, Plant and Equipment
Property, Plant and Equipment decreased to $6.9 million as of March 31, 2026 compared to $7.3 million as of December 31, 2025, primarily resulting from depreciation of machinery and equipment at our manufacturing facility.
Sales of Securities
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. Under the terms of the warrants, the Company had a right to terminate the warrants, in its sole discretion, at any time upon 30 days written notice to the holders. On January 30, 2026, the Company sent a notice to the holders that the warrants, if not exercised, would expire on March 1, 2026. Following the notice, warrants representing 645,250 shares of Series A-3 Preferred Stock were exercised, which represents gross proceeds of $516,200.00, with the remaining warrants expiring effective March 1, 2026.
Material Commitments and Obligations
Expense Commitments
As of March 31, 2026, we reported current lease liabilities of $3.3 million compared to $3.5 million as of December 31, 2025. Our long-term lease liability decreased to $3.0 million as of March 31, 2026, from $3.6 million as of December 31, 2025, 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 March 31, 2026, the Company held customer deposits in the amount of $3.3 million, which was modestly lower compared to $3.6 million as of December 31, 2025, with new deposits generally matching refunds and/or application of customer deposits to customer orders that were fulfilled during 2026.
| 34 |
Deferred Revenue
As of March 31, 2026, our balance sheet carried $1.8 million of deferred revenue related primarily to advanced deposits on unfulfilled sales orders, with 3 customers, each representing 10% or more of these deferred revenues, constituting approximately 50% of total deferred revenue. This compares to $1.5 million of deferred revenue as of December 31, 2025. 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 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 March 31, 2026 or December 31, 2025.
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 adjustment 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 items 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. These items are charged against the allowance for slow moving and obsolete inventory. Any difference between cost and estimated realizable value is recognized as an expense.
This valuation methodology 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.
The Company adopted, effective January 1, 2026, a slow-movement inventory policy under which an allowance for inventory obsolescence is established as a percentage of net realizable value based on the age of inventory units.
The allowance is recorded as a reduction to inventory with a corresponding charge to cost of goods sold and inventories are presented net of the aggregate allowance on the consolidated balance sheet.
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 unit awards became subject to a performance condition, which defers vesting of restricted stock awards until a monetization event. Accordingly, the Company does not recognize stock-based compensation from restricted stock unit awards until a monetization event becomes probable.
| 35 |
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 3. 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 4. Controls and Procedures.
Limitations on Effectiveness of Disclosure Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact there are resource constraints and management are required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in the design and operation of effective Information Technology General Controls (“ITGC”) over certain key financial IT systems and of certain business process controls over the preparation and timely review of financial statements and disclosures described below. This will require remediation in order to be effective at the reasonable assurance level.
Evaluation of Information Technology General Controls (ITGCs)
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
| 36 |
The Company identified a material weakness related to the design and operation of ITGCs over certain systems that are critical to the Company’s financial reporting process. Specifically, the Company had ineffective design and operation of controls over certain information technology general controls (ITGCs), including user segregation of incompatible duties, program change management, and user access controls to ensure: (i) that access to applications and data, and the ability to perform program changes, were adequately restricted to appropriate personnel and (ii) that the activities of individuals with access to modify data and make program changes were appropriately monitored and restricted. Automated process-level and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency.
The Company identified a material weakness related to the design and operation of, as well as a lack of proper segregation of duties for, certain business process controls over the preparation and timely review of financial statements and disclosures, journal entries, reconciliations, schedules, and roll-forwards supporting financial statement account balances. In addition, the Company experienced continued personnel turnover and did not maintain a sufficient complement of personnel with the appropriate level of knowledge, experience, and training in certain areas important to financial reporting. Furthermore, the Company should have reconciled general ledger accounts to supporting documentation on a monthly basis, and retained documentation for transactions and evidence of review.
During 2024, the year ended December 31, 2025, and the three months ended March 31, 2026, significant turnover in the Company’s personnel across the Finance, IT, Legal, and Investor Relations departments contributed to these deficiencies.
Notwithstanding the material weaknesses in our internal control over financial reporting, management has concluded that our consolidated financial statements and related notes included in this Report are prepared in accordance with generally accepted accounting principles. Our Co-Chief Executive Officers and Chief Financial Officer have certified that, based on each such officer’s knowledge, the financial statements, as well as the other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report.
Management’s Plan for Remediation of the Material Weakness
Management, with the oversight of the Audit Committee of the Board of Directors, is committed to maintaining a strong internal control environment. In response to the material weakness identified above, we have identified and begun to implement remediation efforts which include: (i) implementing user access rights to formally require segregation of duties over systems that are critical to the Company’s financial reporting; (ii) implementing specific control improvements, segregation of duties and change management policies; (iii) engaging third-party consultants to assist with the remediation efforts, including enhancing our risk assessment; (iv) hiring of additional and more experienced Accounting, IT, Legal, and Investor Relations personnel; and (v) implementing selective system migration for improved system-level control.
The Company believes that these actions, when fully implemented, will remediate the material weakness. However, the material weakness will not be considered fully remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. As the Company continues to evaluate operating effectiveness and monitor improvements to our internal control over financial reporting, we may take additional measures to address control deficiencies or modify the remediation plan described above.
Changes in Internal Control Over Financial Reporting
During the three months ended March 31, 2026, the Company continued execution of its ICFR remediation plan with respect to the material weaknesses previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Remediation activities during the quarter included: (i) the hiring of a full-time Chief Technology Officer in February 2026, whose responsibilities include ownership and oversight of the Company’s IT general controls (“ITGCs”), including logical access controls and change management procedures; and (ii) the engagement of third-party consultants to assist with the enhancement of risk assessment procedures and user access controls.
As a result of these actions, the Company implemented more formalized user access review procedures and strengthened oversight of ITGC-related processes during the quarter. These changes are expected to contribute to the remediation of the previously identified material weaknesses; however, the material weaknesses have not yet been fully remediated as of March 31, 2026.
Except as described above, there were no other changes in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 37 |
Part II Other Information
Item 1 Legal Proceedings.
The Company is party to various legal proceedings and claims from time-to-time. There are no legal proceedings which the Company believes will have a material adverse effect on the Company’s financial position. However, litigation is inherently uncertain, and it is not possible to predict the ultimate disposition of these proceedings.
Please refer to “Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our ongoing matters. No new legal proceedings have arisen, and no material development have occurred in any pending legal proceedings, since December 31, 2025, other than as set forth below. 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, beneficial owner of 5% of more of our voting stock or any of their respective affiliates is an adverse party or has a material interest adverse to the Company.
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 has until May 15, 2026, to file an appeal.
Item 1A. Risk Factors.
As a smaller reporting company, the Company is not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
The Company has engaged in the following unregistered issuances of securities. The proceeds raised were generally used to fund working capital.
| ● | 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. In 2026 through May 14, 645,250 warrants were exercised resulting in the issuance of 645,250 shares of Series A-3 Preferred Stock for gross proceeds of $516,200. |
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.
Please see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources for a discussion of funds raised during the quarter.
Purchases of equity securities by the issuer and affiliated purchasers.
There were no purchases by the Company of its securities during the quarter ended March 31, 2026.
| 38 |
Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits.
Exhibit Number |
Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||
| 2.1 | Agreement and Plan of Merger, dated as of August 4, 2025 | 8-K | 000-56579 | 2.1 | August 5, 2025 | |||||||
| 2.2 | Amendment to Agreement and Plan of Merger dated November 3, 2025 | 8-K | 000-56579 | 2.1 | November 4, 2025 | |||||||
| 2.3 | Second Amendment to Agreement and Plan of Merger dated April 6, 2026 | 8-K | 000-56579 | 2.1 | April 10, 2026 | |||||||
| 2.4 | Third Amendment to Agreement and Plan of Merger dated as of May 6, 2026 | 8-K | 000-56579 | 2.1 | May 11, 2026 | |||||||
| 3.1 | Seventh Amended and Restated Articles of Incorporation | 8-K | 000-56579 | 3.1 | August 22, 2025 | |||||||
| 3.2 | Bylaws | 1-A POS | 024-11419 | 2.2 | September 19, 2022 | |||||||
| 9.1 | Voting Trust Agreement** | 10-Q | 000-56579 | 9.1 | August 19, 2024 | |||||||
| 10.1 | Facilities Lease Agreement | 1-A POS | 024-11419 | 6.2 | September 19, 2022 | |||||||
| 10.2 | Initial Purchase Orders and Related Agreements | 1-A POS | 024-11419 | 6.4 | September 19, 2022 | |||||||
| 10.3 | Form of Room Module Order Agreement | 1-A POS | 024-11419 | 6.5 | September 19, 2022 | |||||||
| 10.4 | Amended 2021 BOXABL Inc. Stock Incentive Plan | 8-K | 000-56579 | 10.4 | October 18, 2024 | |||||||
| 10.5 | Employment Agreement of Paolo Tiramani+ | 10-12G | 000-56579 | 10.6 | August 10, 2023 | |||||||
| 10.6 | Employment Agreement of Galiano Tiramani+ | 10-12G | 000-56579 | 10.7 | August 10, 2023 |
| 39 |
| 10.7 | Merger Agreement | 10-12G | 000-56579 | 10.8 | August 10, 2023 | |||||||
| 10.8 | Purchase Agreement with Pronghorn Services LLC | 10-12G | 000-56579 | 10.9 | August 10, 2023 | |||||||
| 10.9 | Amendment No. 1 to Facilities Lease Agreement | 10-12G | 000-56579 | 10.10 | August 10, 2023 | |||||||
| 10.10 | Amendment No. 2 to Facilities Lease Agreement | 10-12G | 000-56579 | 10.11 | August 10, 2023 | |||||||
| 10.11 | Amendment No. 3 to Facilities Lease Agreement | 10-12G | 000-56579 | 10.12 | August 10, 2023 | |||||||
| 10.12 | Amendment No.4 to Facilities Lease Agreement | 10-Q | 000-56579 | 10.12 | November 12, 2024 |
| 10.13 | Lease Agreement for Second Manufacturing Facility | 10-12G | 000-56579 | 10.13 | August 10, 2023 | |||||||
| 10.14 | Supercar System, Inc. Services Agreement | 10-12G | 000-56579 | 10.15 | August 10, 2023 | |||||||
| 10.15 | Supercar System, Inc. Lease Agreement | 10-12G | 000-56579 | 10.16 | August 10, 2023 | |||||||
| 10.16 | Form of Award for Employees | 10-K | 000-56579 | 10.16 | April 14, 2025 | |||||||
| 10.17 | Form of Award for Directors | 10-K | 000-56579 | 10.17 | April 14, 2025 | |||||||
| 10.18 | Martin Noe Costas Offer Letter+ | 8-K | 000-56579 | 10.1 | October 13, 2023 | |||||||
| 10.19 | Restricted Stock Unit Agreement between the Company and Martin Noe Costas ** | 8-K | 000-56579 | 10.2 | October 13, 2023 | |||||||
| 10.20 | Punnet Construction Purchase Contract | 10-K | 000-56579 | 10.20 | April 14, 2025 | |||||||
| 10.21 | Restricted Stock Unit Agreement between the Company and Martin Noe Costas ** | 10-K | 000-56579 | 10.21 | April 14, 2025 | |||||||
| 10.22 | Form of Award for Consultants | 10-K | 000-56579 | 10.22 | April 14, 2025 | |||||||
| 10.23 | Sponsor Support Agreement, dated as of August 4, 2025 | 8-K | 000-56579 | 10.1 | August 5, 2025 |
| 40 |
* Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+ Management contract or compensatory plan or arrangement.
| 41 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) BOXABL Inc. | ||
| By: | /s/ Paolo Tiramani | |
| Paolo Tiramani | ||
| Co-Chief Executive Officer | ||
| Date: May 15, 2026 | ||
| By: | /s/ Galiano Tiramani | |
| Galiano Tiramani | ||
| Co-Chief Executive Officer | ||
| Date: May 15, 2026 | ||
| By: | /s/ Martin Noe Costas | |
| Martin Noe Costas | ||
| Chief Financial Officer and Principal Accounting Officer | ||
| Date: May 15, 2026 | ||
| 42 |