UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 9, 2018

 

 

 

TOUGHBUILT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   001-38739   46-0820877

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

25371 Commercentre Drive, Suite 200

Lake Forest, CA

(Address of principal executive offices)

92630

(Zip code)

 

(949) 528-3100

(Registrant’s telephone number, including area code)

 

None

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

[X] Emerging growth company

 

[  ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.

 

 

 

 
 

 

Item 5.02 Resignation of a Director and Appointment of Directors

 

As previously disclosed in the Registration Statement on Form S-1 of ToughBuilt Industries, Inc. (the “Company”), filed with the SEC of July 9, 2018, Zareh Khachatoorian resigned as a director effective as of November 9, 2018, the date of the Company’s initial listing on the Nasdaq Capital Market.

 

Also, as disclosed, Robert Faught, Frederick D. Furry and Paul Galvin assumed their previously elected roles as directors as of the same day. All three of these new directors meet the independence requirements as defined by Nasdaq and SEC rules. All three independent directors will serve on each of the Audit Committee, Compensation Committee and Nominating and Governance Committee, with Mr. Furry as the Audit Committee Chair, Mr. Galvin as the Compensation Committee chair and Mr. Faught as the Nominating and Corporate Governance Committee Chair. Due to his extensive experience as a certified public accountant and in chief financial officer roles, Mr. Furry is also deemed to be the Audit Committee Financial Expert.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TOUGHBUILT INDUSTRIES, INC.
     
Date: November 16, 2018 By: /s/ Michael Panosian
  Name: Michael Panosian
  Title: Chief Executive Officer and President