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): June 7, 2019

 

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.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common stock   TBLT   NASDAQ CAPITAL MARKET
Class A Units   TBLTU   NASDAQ CAPITAL MARKET
Series A Warrants   TBLTW   NASDAQ CAPITAL MARKET

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 7, 2019, ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), held an annual meeting of shareholders (the “Meeting”). At the Meeting, the Company’s stockholders voted as follows on the following proposals:

 

(i) Election of directors:

 

Name  Votes For  Votes Against   Abstentions 
Michael Panosian  6,147,375  -   252,463 
Robert Faught  6,062,503  -   337,335 
Frederick D. Furry  6,066,028  -   338,810 
Paul Galvin  6,051,927  -   347,911 
Joshua Keeler  6,152,153  -   247,685 

 

(ii) Increase in Authorized Shares of Common Stock:

 

Votes For   Votes Against   Abstentions
8,256,907   3,659,924   60,108

 

(iii) The authorization of the Board, without further action of the stockholders, to amend the Articles of Incorporation to implement a reverse stock split of our capital stock, at a ratio within the range of 1-for-2 to 1-for-10:

 

Votes For   Votes Against   Abstentions
8,826,357   3,098,905   51,675

 

(iv) To approve the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d):

 

Votes For   Votes Against   Abstentions
5,131,183   1,235,086   26,569

 

(v) To approve any change of control in non-public offerings following approval of proposal 4:

 

Votes For   Votes Against   Abstentions
5,135,153   1,161,527   103,158

 

(vi) To approve amendments to the Company’s 2018 Equity Incentive Plan:

 

Votes For   Votes Against   Abstentions
5,273,028   1,064,678   62,132

 

(vii) The ratification of the appointment of Marcum, LLP, as the Company’s independent registered certified public accountant for the fiscal year ended December 31, 2019. The appointment was ratified, and the votes were cast as follows:

 

Votes For   Votes Against   Abstentions
11,557,951   275,471   319,914

  

 

 

 

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: June 13, 2019 By: /s/ Michael Panosian
  Name: Michael Panosian
  Title: Chief Executive Officer and President