Current Report · Items 3.02, 5.01, 5.02 · 8-K
Toughbuilt Industries, Inc
Unregistered Sales of Equity Securities · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 3.02 Unregistered Sales of Equity Securities. The disclosure contained in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 herein. The issuances of the Shares (as defined below) were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule…
Company context
Recent company filings
- REVOKED filingJul 20, 2026
- Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsJan 29, 2026
- D filingJan 29, 2026
- Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsDec 11, 2025
- D filingMay 7, 2025
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 5.02 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.02 herein.
The issuances of the
Shares (as defined below) were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D under the Securities Act, based in
part on the representations of the investors. There were no sales commissions paid pursuant to these transactions.
Item 5.01Item 5.01 - Changes in Control
Item 5.01 Changes in Control of Registrant.
The disclosure contained in Item 5.02 of this
Current Report on Form 8-K is incorporated by reference into this Item 5.01 herein.
Prior to the issuance of the Shares (as defined
below), there were 1,443,125 shares of Common Stock of Toughbuilt Industries, Inc., a Nevada corporation (the “Company”),
issued and outstanding. After the issuance of the Shares, there are now 4,336,330 shares of the Company’s Common Stock issued and
outstanding, over 66% of which are now held by management. The issuance of the Shares constitutes a change of control of the Company.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April 22, 2025, the board of directors of Toughbuilt
Industries, Inc., a Nevada corporation (the “Company”) approved (with the directors receiving the Common Stock abstaining
from voting resolutions pertaining to themselves due to conflicts of interest) the following conversions into shares of Common Stock of
the Company (the “Shares”) of compensation owed by the Company (2022 - Q1, 2025 accrued compensation and bonuses earned)
to the individuals set forth below:
$1,293,167 of compensation owed to the Chief Executive Officer, converted into 1,122,785 shares of Common
Stock;
$828,417 of compensation owed to the Chief Design Officer, converted into 694,290 shares of Common Stock;
$656,167 in compensation owed to the Chief Operating Officer, converted into 468,690 shares of Common
Stock;
$656,167 in compensation owed to the EVP Finance and Administration, converted into 468,690 shares of
Common Stock; and
$198,750 in compensation owed to the Chief Financial Officer, converted into 138,750 shares of Common
Stock.