Current Report Filing (8-k)
January 22 2021 - 4:29PM
Edgar (US Regulatory)
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): January 21, 2021
TOUGHBUILT
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38739
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46-0820877
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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25371
Commercentre Drive, Suite 200
Lake
Forest, CA
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92630
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (949) 528-3100
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class:
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Trading
Symbol(s)
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Name
of each exchange on which registered:
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Common
Stock
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TBLT
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Nasdaq
Capital Market
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Series
A Warrants
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TBLTW
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Nasdaq
Capital Market
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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).
Emerging
growth company [X]
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported, on July 24, 2020, ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), received
a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
therein indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”) for the prior 30 consecutive business days, the Company was not in compliance with the requirement
to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq
Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company was granted 180 calendar days, or until January 20, 2021, to regain compliance.
On
January 21, 2021, the Company received a second letter from the Staff advising that the Company had been granted an additional
180 calendar days, or to July 19, 2021, to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq
Listing Rule 5810(c)(3)(A).
The
Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with the Minimum Bid
Price Requirement within the allotted compliance period. If the Company does not regain compliance within the allotted compliance
period, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting. The Company would then
be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance
with the Minimum Bid Price Requirement during the 180-day extension.
Item
7.01 Regulation FD Disclosure.
A
copy of the Company’s press release, dated January 21, 2021, is furnished as Exhibit 99.1 to this Form 8-K and is
incorporated by reference herein.
The
information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
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TOUGHBUILT
INDUSTRIES, INC.
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Date:
January 22, 2021
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By:
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/s/
Martin Galstyan
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Name:
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Martin
Galstyan
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Title:
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Chief
Financial Officer
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ToughBuilt Industries (NASDAQ:TBLT)
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