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Home/The Filing Wire/Toughbuilt Industries, Inc/ 8-K

Current Report · Items 3.02, 5.02 · 8-K

Toughbuilt Industries, Inc

Unregistered Sales of Equity Securities · 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…

Filed Dec 11, 2025Accepted Dec 10, 2025, 1:30 PM ESTCIK 1668370Accession 0001213900-25-120228
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Company context

Historical securities (2)
TBLTOTC · EQUITY · Historical · closed Jul 16, 2026TBLTWNASDAQ · WARRANT · Historical · closed Aug 13, 2025

Recent company filings

  1. REVOKED filingJul 20, 2026
  2. Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsJan 29, 2026
  3. D filingJan 29, 2026
  4. D filingMay 7, 2025
  5. Unregistered Sales of Equity Securities · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsApr 29, 2025

Disclosure sections

Items 3.02, 5.02

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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 5.02Item 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 December 5, 2025, the board of directors of Toughbuilt Industries, Inc., a Nevada corporation (the “Company”) approved (with Messrs. Panosian and Keeler each 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 (accrued compensation earned from April 1, 2025 to November 30, 2025) to the individuals set forth below: $66,666.67 of compensation owed to Michael Panosian converted into 7,575,758 shares of Common Stock; and $66,666.67 of compensation owed to Josh Keeler converted into 7,575,758 shares of Common Stock.