-1- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 COMP LORI BROWN, ESQ. Nevada Bar No. 8858 GORDON REES SCULLY MANSUKHANI, LLP 300 S. 4 th Street, Suite 1550 Las Vegas, NV 89101 Telephone: (702) 577-9300 Facsimile: (702) 255-2858 lbrown@grsm.com Attorneys for Boxabl Inc. and Paolo Tiramani EIGHTH JUDICIAL DISTRICT COURT CLARK COUNTY NEVADA BOXABL INC. and PAOLO TIRAMANI, Plaintiffs, vs. GORDON WAYNE GOSSAGE, Defendant. Case No.: COMPLAINT Plaintiffs BOXABL, INC. (hereinafter “Boxabl”) and Paolo Tiramani, by and through undersigned counsel, hereby file their Complaint against the Defendant and allege as follows: PARTIES, JURISDICTION, AND VENUE 1. Plaintiff Boxabl is a Nevada corporation with a principal place of business in Las Vegas, Clark County, Nevada. 2. Plaintiff Paolo Tiramani, at all times relevant hereto, has been a resident of Clark County, State of Nevada. 3. Defendant, Gordon Wayne Gossage (“Gossage”), is an adult individual with an address of 1500 Valley Rd #9, Reno, Nevada, 89512. 4. The events which are the subject matter of the instant Complaint occurred in Clark County, Nevada, and therefore, jurisdiction and venue are appropriate with this Court. GENERAL ALLEGATIONS 5. Since 2017, Boxabl has been in the business of creating and selling residential and commercial building at a fraction of the cost of traditional construction, with the core product Case Number: A-23-872270-C Electronically Filed 6/13/2023 3:56 PM Steven D. Grierson CLERK OF THE COURT CASE NO: A-23-872270-C Department 28 -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 being a “Building Box,” consisting of room modules that ship to site at a low cost and are stacked and connected to build most any shape and style of finished buildings. 6. Boxabl’s core technology was invented by its CEO and founder, Paolo Tiramani, its business development director, Galiano Tiramani (together with Paolo, “the Tiramanis”), and its lead engineer, Kyle Denman. 7. Boxabl’s first product available for sale is its Casita Box, an accessory dwelling unit featuring a full-size kitchen, bathroom, and living area. 8. Going at least as far back as April 8, 2023, Gossage has made various, specious and defamatory statements against Boxabl and the Tiramanis. 9. Gossage has also engaged in a pattern of harassment of Boxabl’s shareholders and employees as well as the Tiramanis. Gossage has also continued to make defamatory statements regarding Boxabl and the Tiramanis, stating among other things that they have engaged in securities fraud and that the Tiramanis have stolen millions of dollars from shareholders. 10. On or around April 29, 2023, Gossage sent a message on LinkedIn to a Boxabl employee stating, among other things: You know it’s wrong to recruit and convince people to work at Boxabl under the cloud of securities fraud. . . . . The father and son [owners of Boxabl] stole $5 million each out of the pockets of working class “investors” . . . Jocelyne, after you read this, please, please call the SEC, or write some information into text box on the page for Providing Tips. Gossage made these assertions about Boxabl and the Tiramanis even though such statements are untrue and defamatory. 11. On April 29, 2023, Gossage sent another message to a Boxabl employee in an apparent effort to intimidate and scare her and, in so doing, made additional defamatory remarks about Boxabl and the Tiramanis. His message read: If you’re interested in reviewing your options, please contact me. You’re new. The SEC won’t come after you. -3- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 I’m certainly not an attorney. You should contact one immediately. Anyone you know was paid or you suspect was paid by the Tiramanis to promote the company without disclosure is in very serious trouble. Employees not in the investor relations department shouldn’t be online promoting the company. There is a massive amount of securities fraud in the company. Do the right thing. Contact the SEC tomorrow. Gossage’s assertion that Boxabl has engaged in securities fraud are untrue and defamatory. 12. On April 29, 2023, Gossage also contacted Paolo Tiramani and urged him to “turn [himself] in” and “pay back as much as [he] can of the $140,000,000.” 13. Upon information and belief, Gossage attempted to purchase Boxabl shares from another shareholder in late April of 2023, which effort was rebuffed, and it appears that Gossage may be attempting to scare investors so that he can purchase shares at a discount. 14. On May 1, 2023, Gossage sent a text message to all investors stating, among other things: It appears the massive pollution of lies has precluded any auditing firm from signing the Boxabl [SEC] filing, [sic] I urge you to contact the SEC today to provide them with all information you can offer to contribute to the prosecution of Paolo Tiramani, Galiano Tiramani, and all co-conspirators. It’s time for the Boxabl nightmare to end. . . . There are over 40,000 swindled investors who deserve the return of their hard-earned $140 million.... Gossage’s assertions that Boxabl and the Tiramanis have engaged in securities fraud are untrue and defamatory. 15. On May 1, 2023, Gossage also posted to the Boxabl Shareholders Club’s Facebook page urging group members to “contact the SEC” to “contribute to the prosecution of Paolo Tiramani, Galiano Tiramani, and all co-conspirators,” and further stating, among other things: “There are 40,000 swindled investors who deserve return of their hard-earned $140 -4- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 million. . . .” Gossage made these assertions of securities fraud even though such statements are untrue and defamatory. 16. On or about May 14,2023, Gossage posted to the Boxabl Shareholders Club’s Facebook page attacking a shareholder named Saxon Lea as being a fake persona and a paid “promoter” for Boxabl and making defamatory claims about Boxabl including, but not limited to, the claim that Boxabl has engaged in “securities fraud”: To the person posting using the online persona: “Saxon Lea” You are one of very few promoters of Boxabl shares left online as of May 14, 2023. 1) Is “Saxon Lea” your real name? 2) When was the most recent month and year you received compensation from a company providing you with a W2 and/or 1099? 3) Have you received ANY compensation of any type from Boxabl management, entities associated with Boxabl, and/or any other co- conspirators perpetrating the securities fraud? 4) You can still roll over on them by contacting the SEC. However, your information is perishable. I’m not an attorney. However, it’s commonsense that you could only receive immunity from prosecution, if and only if, you offer information the SEC doesn’t already have. 5) Here’s the link for you and ALL other readers with something to say about their relationship with Boxabl they are no longer proud of. . . . Gossage made these assertions about Boxabl and the Tiramanis even though such statements are untrue and defamatory. 17. On or about May 14, 2023, Gossage also posted to the Boxabl Shareholders Club’s Facebook page again defaming Boxabl and asserting that the Tiramanis are engaged in securities fraud and other criminal activity: “I urge all 40,000 of you to contact the SEC and request they freeze the corporate and personal bank accounts of the Tiramanis and their co-conspirators, before all of your money is transferred to places like Iran, where you will never get your hard- earned money back.” Gossage made these assertions even though such statements are untrue and defamatory. -5- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 18. On or about May 14, 2023, Gossage also posted to the to the Boxabl Shareholders Club’s Facebook page defaming Boxabl and asserting that the Tiramanis are engaged in securities fraud and other criminal and deceitful activity: Lisa Marquis Stretton: have you compiled a list of the stock promoters left online? Let’s set a date and time tomorrow, Monday, and then see which online personas post after that. What commenter names are no longer active since the torrent of “moderators” and others since October 1, 2022? Please DM the names to me. I can then investigate and forward the appropriate persona names to the SEC for them to do the more intensive sort of investigation, people like us can’t do by analyzing Open Source Information (OSI). Galiano Tiramani is so clueless, he doesn’t know how to launder his fake personas through the dark web!!!! Let’s start a betting pool for the month he rolls over on his dad. It’s Madoff 101!!! Gossage made these assertions about Boxabl and the Tiramanis even though such statements are untrue and defamatory. 19. On or about May 14, 2023, Gossage also posted a comment on the Boxabl Shareholders Club’s Facebook page strongly insinuating that one of Boxabl’s supporters, Curtis Malloy, was a fake persona, and further asserting that Galiano Tiramani had been using fake personas to engage in “criminal” activity including “online intimidation” of him. 20. On or about May 16, 2023, Gossage again posted on the Boxabl Shareholders Club’s Facebook page asserting, among other things, that Boxabl is a “scam” and commenting: “Galiano: you left us. To any reader who spends quality time with him: How many scam reports have been received? . . .” Gossage’s assertion that Boxabl is a “scam” is untrue and defamatory. 21. On or about May 18, 2023, Gossage posted to the Boxabl Shareholders Club’s Facebook page in response to a deleted post by group member Caleb Naysmith asserting, among other things, that Boxabl is engaged in a “stupid” and “blatant” “securities fraud,” and stating: -6- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 “Guys like you always feel A LOT better after you roll over on guys like the Tiramanis and their Iranian buddy.” 22. All of the above statements by Gossage were made as statements of fact, without qualification, and not as expressions of his opinion. 23. Gossage made his false and defamatory statements with malice and with the intent of harming Boxabl and its founders and convincing Boxabl’s shareholders and supporters that Boxabl is fraudulent and that its founders possess bad character. 24. Gossage’s false and defamatory statements were made with reckless disregard of the accuracy and truth of the statements made in an attempt to harm the reputation and business of Paolo Tiramani and Boxabl. 25. In addition to the publications set forth above, Plaintiffs reasonably believe that Gossage may have engaged in additional and other publications of defamatory and libelous information about them, of which they are not yet aware but which may as well be injurious and harmful, or constitute defamation per se , and which will be the subject of discovery in this action. FIRST CLAIM FOR RELIEF (Business Disparagement) 26. Plaintiffs incorporate by reference the averments of Paragraphs 1 through 25 above as though the same were fully set forth herein. 27. Gossage knowingly made false and disparaging statements about Plaintiff Boxabl. 28. The publications by Gossage were not privileged. Alternatively, if any privilege attached to any of the communications by the Gossage, Gossage exceeded the privilege by his wrongful actions. -7- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 29. Gossage’s statements were published, at a minimum, to Boxabl employees and shareholders. 30. Gossage’s false and defamatory statements were made in reckless disregard of the rights of Boxabl, and in reckless disregard of the truth of the matter, and constitute actual or implied malice giving rise of a claim for punitive and exemplary damages in excess of Fifty Thousand Dollars ($50,000). SECOND CLAIM FOR RELIEF (Defamation) 31. Plaintiff Paolo Tiramani incorporates by reference the averments of Paragraphs 1 through 30 above as though the same were fully set forth herein. 32. Gossage knowingly made false and defamatory statements about Plaintiff. 33. The publications by Gossage were not privileged. Alternatively, if any privilege attached to any of the communications by the Gossage, Gossage exceeded the privilege by his wrongful actions. 34. Gossage’s statements were published, at a minimum, to Boxabl employees and shareholders. 35. The aforementioned accusations and statements made by Gossage would normally tend to lower the reputation of Plaintiff in the community, and in the business and industry in which Plaintiff works, and would excite derogatory opinions about Plaintiff. 36. Gossage was at least negligent in making the statements. 37. As a direct and proximate cause of Gossage’s conduct, as described above, Plaintiff has been damaged in an amount in excess of Fifty Thousand Dollars ($50,000). 38. Gossage’s false and defamatory statements were made in reckless disregard of the rights of Plaintiff, and in reckless disregard of the truth of the matter, and constitute actual or implied malice giving rise of a claim for punitive and exemplary damages in excess of Fifty Thousand Dollars ($50,000). -8- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 THIRD CLAIM FOR RELIEF (Defamation Per Se) 39. Plaintiff Paolo Tiramani re-alleges and incorporates herein by reference each and every allegation contained within the Second Claim for Relief above. 40. Gossage’s statements constitute defamation or slander per se in that they impute to the Plaintiff the commission of a crime (securities fraud), and tend to injure Plaintiff in his trade, business, and profession. 41. As a direct and proximate cause of Gossage’s conduct, as described above, Plaintiff suffered general damages in an amount in excess of Fifty Thousand Dollars ($50,000). 42. Gossage’s false and defamatory statements were made in reckless disregard of the rights of Plaintiff, and in reckless disregard of the truth of the matter, and constitute actual or implied malice giving rise of a claim for punitive and exemplary damages in excess of Fifty Thousand Dollars ($50,000). DEMAND FOR JURY TRIAL Plaintiffs hereby requests a jury trial for all issues so triable. PRAYER FOR RELIEF WHEREFORE, Plaintiffs pray for judgment in their favor, as follows: a) For general damages sustained by Plaintiffs in an amount in excess of $50,000.00; b) For special damages sustained by Plaintiffs in an amount in excess of $50,000.00; c) For punitive and exemplary damages in excess of $50,000.00; d) For reasonable attorney’s fees and costs of suit; e) For interest at the statutory rate; f) For injunctive relief; and -9- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 g) For any further legal and equitable relief that this Court may deem just and equitable. DATED this 13 th day of June, 2023. GORDON REES SCULLY MANSUKHANI, LLP /s/ Lori Brown Lori Brown, Esq. Nevada Bar No. 8858 GORDON REES SCULLY MANSUKHANI LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 Attorneys for Boxabl Inc. and Paolo Tiramani - 10 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gordon Rees Scully Mansukhani, LLP 300 S. 4th Street, Suite 1550 Las Vegas, NV 89101 VERIFICATION I, Paolo Tiramani, President of Boxabl, Inc., have read the foregoing Complaint. The statements therein are correct to the best of my personal knowledge or information and belief. This statement and verification is made subject to the penalties of N.R.S. 15.010 relating to unsworn falsification to authorities, which provides that if I make knowingly false statements, I may be subject to criminal penalties. Paolo Tiramani President Date: 06/12/2023