Item 1.01 Entry into a Material Definitive Agreement. On September 25, 2026, BOXABL Inc. (the “ Company ”) entered into an ATM Sales Agreement (the “ Sales Agreement ”) with Virtu Americas LLC, A.G.P./Alliance Global Partners, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, Maxim Group LLC, and Roth Capital Partners, LLC (each, an “ Agent ” and collectively, the “ A…
FG Merger II Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
September 25, 2026, BOXABL Inc. (the “ Company ”) entered into an ATM Sales Agreement (the “ Sales
Agreement ”) with Virtu Americas LLC, A.G.P./Alliance Global Partners, Cohen & Company Capital Markets, a division of
Cohen & Company Securities, LLC, Maxim Group LLC, and Roth Capital Partners, LLC (each, an “ Agent ” and
collectively, the “ Agents ”), pursuant to which the Company, from time to time, may offer and sell shares (the
“ ATM Shares ”) of its Class A common stock, par value $0.0001 per share (the “ Class A Common Stock ”),
through or to the Agents, acting as sales agent, having an aggregate sales price of up to $100,000,000 (the “ ATM Offering ”).
Subject
to the terms and conditions of the Sales Agreement, each Agent will use its commercially reasonable efforts consistent with its normal
trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided
the Agents with customary indemnification and contribution rights in favor of the Agents, and each Agent will be entitled to a commission
up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated pursuant to the Sales Agreement. The Company
also agreed to reimburse the Agents the fees and expense of the Agents including but not limited to the fees and expenses of the counsel
to the Agents, payable upon the execution of the Sales Agreement, in an amount not to exceed $75,000.
Sales
of the ATM Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by the Sales Agreement and applicable
law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement. The
offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the ATM Shares subject to the Sales
Agreement and (ii) termination of the Sales Agreement as permitted therein. The Company may terminate the Sales Agreement in its
sole discretion at any time by giving three (3) days’ prior notice to the Agents. Each Agent may terminate the Sales Agreement
with respect to itself (i) under the circumstances specified in the Sales Agreement and (ii) in its sole discretion at any time by giving
three (3) days’ prior notice to the Company.
This
description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement,
which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
The
Class A Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration
statement on Form S-3 (File No. 333-297729) (the “Registration Statement”), which was filed with the Securities
and Exchange Commission (the “SEC”) on July 27, 2026 and was declared effective by the SEC on August 10, 2026.
On September 25, 2026, the Company filed a prospectus supplement to the Registration Statement with the SEC in connection with
the offer and sale of the ATM Shares pursuant to the Sales Agreement.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Class A Common Stock
nor shall there be any sale of shares of Class A Common Stock in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal
opinion of Winston Taylor LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached
as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.