UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 9, 2023
Boxabl Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada |
| 001-41707 |
| 85-2511929 |
(State or Other Jurisdiction |
| (Commission |
| (I.R.S. Employer |
5345 E. N. Belt Road Las Vegas, NV | 89115 |
(Address of principal executive offices) | (Zip Code) |
(510) 698-2462
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered under Section 12(g) of the Act:
Non-Voting Series A-2 Preferred Stock, $0.00001 par value
Non-Voting Series A-1 Preferred Stock, $0.00001 par value
Non-Voting Series A Preferred Stock, $0.00001 par value
Common Stock, $0.00001 par value
(Title of Class)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 2, 2023, Martin Noe Costas was appointed as the new Chief Financial Officer of Boxabl Inc. (the “Company” or “Boxabl”). In connection with his appointment, Mr. Costas accepted an offer letter from the Company, pursuant to which Mr. Costas will receive a salary of $325,000 per year, a $5,000,000 stock grant (subject to vesting period and other terms and conditions), and a relocation benefit of $27,500. As per the terms of the offer letter, Mr. Costas’ employment with the Company is at-will, and either the Company or Mr. Costas may terminate his employment at any time, for any or no reason.
The $5,000,000 stock grant to Mr. Costas consists of a total of 7,142,857 Restricted Stock Units (“RSUs”) granted under the Company’s Amended 2021 Stock Incentive Plan. The RSUs will fully vest on October 2, 2026, and, become subject to monetization, upon the first to occur of (i) a time at which the Company tenders for and successfully acquires the RSUs, (ii) the date of the closing of a transaction (or series of transactions) that results in a “change of control” of the Company; or (iii) the first trading day that is on or after the expiration of the “lock up” period after the effective date of the initial underwritten sale of the Company’s equity securities to the public on an established securities market (collectively, a “Qualifying Transaction”). The RSUs will be settled in shares of the Company’s Common Stock and a cash payment made in a single sum within fifteen business days after the closing of a Qualifying Transaction.
If Mr. Costas’ employment terminates for any reason prior to a Qualifying Transaction, such termination will result in the immediate cancellation and lapse of the RSUs. In the event of termination for cause after a Qualifying Transaction but prior to payment, he will not be entitled to payment.
The foregoing description of the offer letter is qualified by reference to the copy of the offer letter filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the RSU grant to Mr. Costas is qualified by reference to the copy of the Restricted Stock Unit Agreement between the Company and Mr. Costas filed as Exhibit 10.2 to this Current Report on Form 8-K.
A brief summary of Mr. Costas’ previous business experience is set forth below.
Martin Noe Costas, Chief Financial Officer – Age 46
Martin Costas is a highly accomplished and visionary leader with an exceptional decade-long track record of strategic and operational excellence. With a solid foundation from over 8 years with public accounting with PwC and over 15 years with Fortune 500 companies, Martin has consistently demonstrated his strategic prowess and operational acumen. His most recent position was as CFO with Honeywell Process Solutions, a $4 billion+ global business pioneer in automation control, instrumentation, and services, where he served as CFO from 2022 until October 2023. Prior to this role, he served 3 years (2019 – 2022) as CFO at Nexans Amercable, a global leader in jacketed electrical power, control, and instrumentation cable. From 2017 to 2019 Martin led a Fortune 100 finance transformation as Global Process Owner with Sysco. Prior to that time, he spent over 9 years with SLB (formerly Schlumberger) where he led the finance function of a $6billion+ global Business as the Drilling Solutions Global Controller. Martin has a robust academic foundation, including an MBA from Universität de Barcelona and a bachelor’s degree from Universidad Argentina De La Empresa (UADE), combines academic rigor with practical expertise. His global perspective, fluency in multiple languages, and commitment to excellence continue to make him a trailblazing leader in the business world.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
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10.1 |
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10.2 |
| Restricted Stock Unit Agreement between the Company and Martin Noe Costas* |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Boxabl Inc. | |
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Date: October 13, 2023 | By: | /s/ Paolo Tiramani |
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| Paolo Tiramani |
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| Chief Executive Officer |
