Exhibit 3.1

 

 

STATE OF NEVADA

 

FRANCISCO V. AGUILAR

Commercial Recordings Division

Secretary of State

401 N. Carson Street

Carson City, NV 89701

 

Telephone (775) 684-5708

 

Fax (775) 684-7138

DEPUTY BAKKEDAHL

North Las Vegas City Hall

Deputy Secretary for

OFFICE OF THE

2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030

Commercial Recordings

SECRETARY OF STATE

Telephone (702) 486-2880

 

 

Fax (702) 486-2888

 

Business Entity - Filing Acknowledgement

 

 

12/22/2023

 

 

Work Order Item Number:

W2023122200457-3354318

Filing Number:

20233711588

Filing Type:

Amendment After Issuance of Stock

Filing Date/Time:

12/21/2023 3:44:00 PM

Filing Page(s):

3

 

Indexed Entity Information:

 

 

 

Entity ID: E0199732012-3

Entity Name: TOUGHBUILT

INDUSTRIES, INC.

 

 

Entity Status: Active

Expiration Date: None

 

Commercial Registered Agent

EASTBIZ.COM, INC.

5348 VEGAS DRIVE, Las Vegas, NV 89108, USA

 

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

 

 

Respectfully,

 

 

FRANCISCO V. AGUILAR

 

Secretary of State

 

Commercial Recording Division

401 N. Carson Street

 

Page 1of 1



 

 




 

ANNEX A

 

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

TOUGHBUILT INDUSTRIES, INC.

 

ToughBuilt Industries, Inc., a corporation organized and existing under and by virtue of the provisions of the Nevada Revised Statutes (the “Corporation”), hereby certifies as follows:

 

1.            The name of the Corporation is ToughBuilt Industries, Inc. (the “Corporation”).

 

2.            Article 3 of the Corporation’s Amended and Restated Articles of Incorporation, as amended, is hereby amended to adding the following paragraph:

 

Reverse Stock Split. Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”) each share of the Corporation’s common stock, $0.0001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each sixty-five (65) shares of Old Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified into one share of Common Stock, $0.0001 par value per share, of the Corporation (the “New Common Stock”) (the “Reverse Stock Split”). The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid. The Reverse Stock Split shall have effect on the authorized number or par value of the capital stock of the Corporation.”

 

 

3.       Except as set forth in this Certificate of Amendment of Articles of Incorporation, the Articles of Incorporation, as amended, remains in full force and effect.

 

IN WITNESS WHEREOF, ToughBuilt Industries, Inc. has caused this Certificate of Amendment of Articles of Incorporation to be signed by Michael Panosian, a duly authorized officer of the Corporation, on December 19, 2023.

 

 

By:

/s/ Michael Panosian

 

Name: Michael Panosian

 

Title: Chief Executive Officer