Monitor ATM sales pace and stock price for signs of accelerated dilution; monitor quarterly filings for actual shares sold and cash usage. The non-binding LC Vegas agreement is optional and can be terminated at any time — treat as zero revenue until first batch orders.
Price Chart
Executive Summary
BOXABL Inc. filed a 424B5 prospectus supplement for an at-the-market (ATM) offering of up to $100 million of Class A common stock, under a $500 million shelf registration. The ATM program, with five agents and a 3% commission, allows the company to sell shares opportunistically at prevailing market prices, creating significant potential dilution for existing holders. The filing also discloses a $233 million (non-binding) product purchase agreement with LC Vegas Acquisitions, recent CFO and CAO appointments, and an amendment to pro forma financials correcting prior errors.
Key Facts
- ATM offering of up to $100,000,000 of Class A common stock via Sales Agreement with five agents (Virtu Americas, A.G.P./Alliance Global Partners, Cohen & Company, Maxim Group, Roth Capital Partners).
- Agents receive up to 3.0% commission on gross proceeds; no minimum offering amount.
- Pro forma dilution: at $3.98/share, new investors would experience $3.43 dilution per share (86% of offering price).
- As of Sept 23, 2026, only 9,471,524 Class A shares outstanding; full ATM could add up to ~25.1M shares (265% dilution).
- Product Purchase Agreement with LC Vegas Acquisitions for up to 1,580 ranch homes (~$233M potential) is non-binding and terminable at Buyer's discretion.
- CFO Martin Costas resigned Sept 11, 2026; Larry King appointed CFO (Sept 14) and Heather Clayton CAO (Sept 28).
- Amendment to pro forma financials filed Sept 9, 2026 correcting forward purchase agreement, prepaid insurance, and transaction cost errors.
- Shelf registration (S-3) filed July 27, 2026 registered $500M securities plus 3,325,380 shares for SPAC insiders; ATM is first takedown from that shelf.
Financial Impact
Up to $100M gross proceeds from ATM sales; at $3.98/share (Sept 23 close) would add ~25.1M shares, diluting existing holders by 86% of offering price by $3.43/share. No revenue or earnings reported in this filing.
Risk Factors
- Massive dilution risk from ATM could depress stock price due to continuous selling pressure.
- Non-binding product agreement is optional and can be terminated at any time by buyer.
- Recent CFO departure and new management changes may signal internal instability.
- Pro forma restatement of pro forma financials indicates prior accounting errors.
- No revenue or earnings reported — pre-revenue company with no financial data in this filing.
- Insider overhang from SPAC insiders (3,325,325,325,380 shares registered for resale.
- No revenue or earnings reported — no financial data in this filing.
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001493152-26-044411 |
| Document: 0001493152-26-044411-index-headers.html | 0001493152-26-044411 |
| Document: 0001493152-26-044411-index.html | 0001493152-26-044411 |
| Document: 0001493152-26-044411.txt | 0001493152-26-044411 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 29, 2026 27d ago | 424B5 | $3.27 | awaiting T+20 | — | $3.00 (+8.26%) |
Sep 25, 2026 4w ago | 8-K | $3.90 $2.81 | ▼ −27.95% | ▼ −27.92% | $3.00 (−23.08%) |
Sep 25, 2026 4w ago | 424B5 | $3.90 $2.81 | ▲ +27.95% | ▲ +27.92% | $3.00 (+23.08%) |
Sep 21, 2026 5w ago | 3 | $4.19 $2.81 | ▼ −32.94% | ▼ −32.03% | $3.00 (−28.40%) |
Sep 1, 2026 7w ago | 25-NSE | $4.14 $3.27 | ▲ +21.01% | ▲ +20.68% | $3.00 (+27.54%) |
Aug 28, 2026 8w ago | 8-K | $4.01 $3.90 | ▼ −2.74% | ▼ −3.00% | $3.00 (−25.19%) |
Aug 20, 2026 9w ago | 8-K | $4.28 $4.21 | ▲ +1.64% | ▲ +1.64% | $3.00 (+29.91%) |
Aug 11, 2026 10w ago | EFFECT | $4.71 $4.36 | ▲ +7.43% | ▲ +6.37% | $3.00 (+36.31%) |
Aug 5, 2026 11w ago | S-3/A | $4.27 $4.44 | ▼ −3.98% | ▼ −3.38% | $3.00 (+29.74%) |
Jul 27, 2026 13w ago | S-3 | $4.20 $4.27 | ▼ −1.67% | ▲ +1.71% | $3.00 (+28.57%) |
US Market Status
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