0001096906-23-001937.txt : 20231010 0001096906-23-001937.hdr.sgml : 20231010 20231010162934 ACCESSION NUMBER: 0001096906-23-001937 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231009 FILED AS OF DATE: 20231010 DATE AS OF CHANGE: 20231010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ugalde Gregory Francis CENTRAL INDEX KEY: 0001996273 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56579 FILM NUMBER: 231318325 MAIL ADDRESS: STREET 1: 5345 E. N. BELT ROAD CITY: NORTH LAS VEGAS STATE: NV ZIP: 89115 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Boxabl Inc. CENTRAL INDEX KEY: 0001816937 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 852511929 STATE OF INCORPORATION: NV BUSINESS ADDRESS: STREET 1: 6120 N HOLLYWOOD BLVD STE 104 CITY: LAS VEGAS STATE: NV ZIP: 89115 BUSINESS PHONE: 5106982462 MAIL ADDRESS: STREET 1: 5345 E. N. BELT ROAD CITY: NORTH LAS VEGAS STATE: NV ZIP: 89115 3 1 form3.xml PRIMARY DOCUMENT X0206 3 2023-10-09 0 0001816937 Boxabl Inc. BOX 0001996273 Ugalde Gregory Francis 5345 E. N. BELT ROAD NORTH LAS VEGAS NV 89115 1 0 0 0 Restricted Stock Units Common Stock, par value $0.00001 57143.0000 D Vesting occurs on the earlier of the date of consummation of a Change of Control (as defined in Section 409A of the IRC) or after expiration of the "lock up" period following an initial public offering of the Company's equity securities on an established securities market (collectively, a "Qualifying Transaction"). The portion of any unvested RSUs will be forfeited upon termination of service as a Director to the Company, and such portion shall be canceled by the Company. Upon termination of service as a Director of the Company by reason of death or disability, the portion of RSUs awarded that is not vested and unrestricted as of that date shall immediately vest and become unrestricted. Upon the date the RSUs become vested and unrestricted, the Director will receive one (1) underlying share of Common Stock for each RSU. However, the underlying Common Stock shall not be issued but deferred until the "Distribution Date," which is defined as the earlier of five (5) business days following the date on which the Grantee cease to be a Director of the Company or the date of a consummation of a "Qualifying Transaction" (defined in note 1, above). /s/ Sandy Godsey, Attorney-in-fact 2023-10-10 EX-24 2 ex24.htm LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS FOR GREG UGALDE

Limited Power of Attorney for Section 16 Reporting Obligations

Know by all these presents, that the undersigned hereby constitutes and appoints Sandy Godsey, in her capacity as General Counsel to Boxabl Inc. (“the Company”), with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

1.Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer or director or both of the Company, Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; 

2.Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the "SEC") and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; 

3.Seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned's attorneys-in-fact appointed by this Limited Power of Attorney and approves and ratifies any such release of information; and 

4.Take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion. 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 2nd day of October, 2023.

 

/s/ Gregory Ugalde

Signature

 

Gregory Ugalde

Printed Name