ToughBuilt Industries, Inc. Announces Reverse Stock Split
December 26 2023 - 3:30PM
ToughBuilt Industries, Inc. (NASDAQ: TBLT) (“ToughBuilt” or the
“Company”), today announced that it intends to effect a reverse
stock split of its common stock at a ratio of 1 post-split share
for every 65 pre-split shares. The reverse stock split will become
effective at 4:30 p.m., New York time, on January 1, 2024.
ToughBuilt’s common stock will continue to be traded on the Nasdaq
Capital Market under the symbol “TBLT” and will begin trading on a
split-adjusted basis when the market opens on January 2, 2024. The
new CUSIP number for the common stock following the reverse stock
split will be 89157G 86 8.
At the Company’s annual stockholders’ meeting held
on December 11, 2023, ToughBuilt’s stockholders granted the
Company’s Board of Directors the discretion to effect a reverse
stock split of ToughBuilt’s common stock through an amendment to
its Amended and Restated Certificate of Incorporation, as amended,
at a ratio of not less than 1-for-20 and not more than 1-for-100,
such ratio to be determined by the Company’s Board of
Directors.
At the effective time of the reverse stock split,
every 65 shares of ToughBuilt’s issued and outstanding common stock
will be converted automatically into 1 issued and outstanding share
of common stock without any change in the $0.0001 par value per
share. Stockholders holding shares through a brokerage account will
have their shares of common stock automatically adjusted to reflect
the 1-for-65 reverse stock split. It is not necessary for
stockholders holding shares of the Company’s common stock in
certificated form to exchange their existing stock certificates for
new stock certificates of the Company in connection with the
reverse stock split, although stockholders may do so if they
wish.
The reverse stock split will affect all
stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except to the extent
that the reverse stock split would result in a stockholder owning a
fractional share. Any fractional share of a stockholder resulting
from the reverse stock split will be rounded up to the nearest
whole number of shares. The reverse stock split will reduce the
number of shares of ToughBuilt’s common stock outstanding from
36,915,222 shares to approximately 567,927 shares. Proportional
adjustments will be made to the number of shares of ToughBuilt’s
common stock issuable upon exercise or conversion of ToughBuilt’s
equity awards and warrants, as well as the applicable exercise
price. Stockholders whose shares are held in brokerage accounts
should direct any questions concerning the reverse stock split to
their broker. All stockholders of record may direct questions to
the Company’s transfer agent, Vstock Transfer, LLC at (212)
828-8436 or (855) 9VSTOCK (toll free).
ABOUT TOUGHBUILT INDUSTRIES,
INC.
ToughBuilt is an advanced product design,
manufacturer, and distributor with emphasis on innovative products.
Currently focused on tools and other accessories for the
professional and do-it-yourself construction industries. We market
and distribute various home improvement and construction product
lines for both the do-it-yourself and professional markets under
the TOUGHBUILT brand name, within the global multibillion dollar
per year tool market industry. All our products are designed by our
in-house design team. Since launching product sales in 2013, we
have experienced significant annual sales growth. Our current
product line includes three major categories, with several
additional categories in various stages of development, consisting
of Soft Goods & Kneepads and Sawhorses & Work Products. Our
mission is to provide products to the building and home improvement
communities that are innovative, of superior quality derived in
part from enlightened creativity for our end users while enhancing
performance, improving well-being and building high brand loyalty.
Additional information about the Company is available at:
https://www.toughbuilt.com/.
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking
statements.” Such statements may be preceded by the words
“intends,” “may,” “will,” “plans,” “expects,” “anticipates,”
“projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,”
“potential” or similar words. Forward-looking statements are not
guarantees of future performance, are based on certain assumptions
and are subject to various known and unknown risks and
uncertainties, many of which are beyond the Company’s control, and
cannot be predicted or quantified and consequently, actual results
may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include,
without limitation, risks and uncertainties associated with (i) the
impact of the worldwide COVID-19 pandemic and government actions,
on our business, (ii) supply chain disruptions, (iii) inflationary
and interest rate concerns and the impact on consumers, (iv)
cybersecurity breaches and threats, (v) market acceptance of our
existing and new products, (vi) delays in bringing products to key
markets; (vii) an inability to secure regulatory approvals for the
ability to sell our products in certain markets, (viii) intense
competition in our industry from much larger, multinational
companies, (ix) product liability claims, (x) product malfunctions,
(xi) our limited manufacturing capabilities and reliance on
subcontractors for assistance, (xii) our efforts to successfully
obtain and maintain intellectual property protection covering our
products or defend ourselves from third parties’ infringement
claims, (xiii) our reliance on a single supplier for certain
product components, (xiv) the fact that we will need to raise
additional capital to meet our business requirements in the future
and that such capital raising may be costly, dilutive or difficult
to obtain and (xv) the fact that we conduct business in multiple
foreign jurisdictions, exposing us to tariffs, foreign currency
exchange rate fluctuations, logistical and communications
challenges, burdens and costs of compliance with foreign laws and
political and economic instability in each jurisdiction and (xvi)
changes in e-commerce marketplaces. More detailed information about
the Company and the risk factors that may affect the realization of
forward-looking statements is set forth in the Company’s filings
with the Securities and Exchange Commission (SEC), including our
Annual Report on Form 10-K and our subsequent Quarterly Reports on
Form 10-Q. Investors and security holders are urged to read these
documents free of charge on the SEC’s web site at
http://www.sec.gov. The Company encourages you to consider all of
these risks, uncertainties and other factors carefully in
evaluating the forward-looking statements contained in this press
release. As a result of these matters, changes in fact, assumptions
not being realized or other circumstances, the Company's actual
results may differ materially from the expected results discussed
in the forward-looking statements contained in this press release.
The forward-looking statements made in this press release are made
only as of the date of this press release, and the Company
undertakes no obligation to update them to reflect subsequent
events or circumstances.
Investor Relations Contact:KCSA Strategic
CommunicationsDavid Hanovertoughbuilt@kcsa.com
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