PRELIMINARY PROSPECTUS DATED July 27, 2026

 

SUBJECT TO COMPLETION

 

$500,000,000

 

BOXABL Inc.

 

Class A common stock
Preferred Stock
Debt Securities
Depositary Shares
Warrants
Subscription Rights
Purchase Contracts
Units
and
Up to 3,310,288 Shares of Class A Common Stock Offered by the Selling Securityholders

 

 

 

We may issue securities from time to time in one or more offerings, in amounts, at prices and on terms determined at the time of offering. In addition, the selling securityholders identified in this prospectus may offer and sell from time to time up to 3,310,288 shares of our Class A common stock covered by this prospectus. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus, which will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement before you invest. The aggregate offering price of the securities we sell pursuant to this prospectus will not exceed $500,000,000.

 

The securities may be sold directly to you, through agents or through underwriters and dealers. Shares offered by the selling securityholders may be sold from time to time by the selling securityholders or their pledgees, donees, transferees or other successors in interest. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those securities and the net proceeds we expect to receive from that sale will also be set forth in a prospectus supplement.

 

Our Class A common stock is listed on The Nasdaq Global Market under the symbol "BXBL." Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange.

 

Pursuant to General Instruction I.B.6. of Form S-3, in no event will we sell securities in primary offerings pursuant to this prospectus with a value more than one-third of the aggregate market value of our outstanding Class A common stock held by non-affiliates in any twelve-month period, so long as the aggregate market value of our outstanding Class A common stock held by non-affiliates is less than $75.0 million. In the event that subsequent to the effective date of the registration statement of which this prospectus forms a part, the aggregate market value of our outstanding Class A common stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on primary offerings shall not apply to additional sales made pursuant to this prospectus. We have not sold any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior twelve calendar month period that ends on, and includes, the date of this prospectus.