BOXABL Inc. Files Pre-Effective Amendment No. 1 to Form S-3 with Winston Taylor LLP as Counsel

Winston Taylor LLP represented BOXABL Inc. in connection with the filing of a pre-effective Amendment No. 1 to its Form S-3 registration statement (Registration No. 333-297729) with the U.S. Securities and Exchange Commission on July 27, 2026. The amendment was filed solely as a pre-effective amendment to include delaying amendment language on the registration statement's cover page. It does not modify the prospectus that formed part of the underlying registration statement and does not include the prospectus itself. The registration statement is a shelf registration for securities to be offered from time to time after effectiveness, on a delayed or continuous basis under Rule 415. The registrant indicated that the securities are not being offered pursuant to a dividend or interest reinvestment plan and that the shelf will be used for delayed or continuous offerings. BOXABL also indicated that it is a non-accelerated filer, a smaller reporting company, and an emerging growth company. The exhibits to the filing reflect a broad shelf structure covering multiple possible securities and arrangements, including a form of underwriting agreement, a form of indenture, forms of debt securities, warrants, subscription rights, purchase contracts, unit agreements, and depositary arrangements. The filing lists a legality opinion from Winston Taylor LLP and includes consents from CBIZ PCAs P.C., the independent registered public accounting firm for the fiscal year ended December 31, 2025, and Marcum LLP, the independent registered public accounting firm for the fiscal year ended December 31, 2024. The exhibit list also includes a statement of eligibility of trustee on Form T-1 and the calculation of the filing fee table. No underwriter, bookrunner, placement agent, sales agent, initial purchaser, dealer manager, or selling securityholder is named; the filing instead refers generally to a future form of underwriting agreement and to securities that may be sold from time to time after effectiveness. The filing's indemnification and governing document disclosures state that, under Chapter 8 of the Texas Business Organizations Code and the company's governing documents, BOXABL may indemnify its directors and officers and, in some circumstances, advance expenses. The company has entered into indemnification agreements with each of its officers and directors and maintains insurance policies insuring officers and directors against certain liabilities, including liabilities under the Securities Act of 1933, while noting the SEC's view that indemnification for Securities Act liabilities is against public policy and unenforceable. The Certificate of Formation limits directors' liability to the fullest extent permitted by Texas law, and the Bylaws provide indemnification rights to officers and directors to the fullest extent allowed by Texas law. The signature page shows that BOXABL Inc. signed the amendment on July 27, 2026, in North Las Vegas, Nevada. The signatories listed in the filing are Galiano Tiramani, Co-Chief Executive Officer, who signed for the company as attorney-in-fact; Paolo Tiramani, Co-Chief Executive Officer, Chief Engineering and Strategy Officer, and Executive Chairman; Galiano Tiramani, Co-Chief Executive Officer, Chief Marketing and Strategy Officer, and Director; Martin Noe Costas, Chief Financial Officer and Principal Financial and Accounting Officer; Dr. Morris A. Davis, Director; and Zvi Yemini, Director. Winston Taylor LLP represented BOXABL Inc. with a team composed by: Michael J. Blankenship.

Menu

BOXABL Inc. Files Pre-Effective Amendment No. 1 to Form S-3 with Winston Taylor LLP as Counsel

Read the full story

Menu

BOXABL Inc. Files Pre-Effective Amendment No. 1 to Form S-3 with Winston Taylor LLP as Counsel

Read the full story

Cookie Preferences

Strictly Necessary

Analytics & Statistics

Marketing & Ads