ToughBuilt Industries Announces $7.5 Million Private Placement Priced At-The-Market under Nasdaq Rules
November 16 2022 - 8:30AM
ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”)
(NASDAQ: TBLT; TBLTW), today announced that it has entered into
definitive agreements with several institutional investors for the
issuance and sale of 2,619,911 shares of common stock (or
pre-funded warrants in lieu thereof) and preferred investment
options to purchase up to 10,619,911 shares of common stock at an
offering price of $2.862692 per share (or pre-funded warrant) and
accompanying preferred investment options, in a private placement
priced at-the-market under Nasdaq rules. The preferred investment
options are exercisable immediately upon issuance, have a term of
three years and an exercise price of $2.356 per share. The private
placement is expected to close on or about November 17, 2022,
subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds from the offering are
expected to be approximately $7.5 million, before deducting the
placement agent’s fees and other offering expenses payable by
ToughBuilt. The Company intends to use the net proceeds from this
offering for general working capital purposes.
In addition, the investors in the private
placement agreed to cancel preferred investment options to purchase
up to an aggregate of 8,000,000 shares of common stock of the
Company which were previously issued to the investors in July
2022.
The securities offered in the private placement
and described above were offered in a private placement under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Act") and/or Rule 506(b) of Regulation D promulgated thereunder
and have not been registered under the Act or applicable state
securities laws. Accordingly, the securities may not be offered or
sold in the United States absent registration with the Securities
and Exchange Commission (the “SEC”) or an applicable exemption from
such registration requirements. Pursuant to a registration rights
agreement with the investors, the Company has agreed to file one or
more registration statements with the SEC covering the resale of
the securities sold in this private placement.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
ABOUT TOUGHBUILT INDUSTRIES,
INC. ToughBuilt is an advanced product design,
manufacturer and distributor with emphasis on innovative products.
Currently, we are 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 of 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 include, but are not limited to, statements regarding
the intended use of proceeds from private placement and statements
concerning the anticipated consummation of the private placement
and satisfaction of customary closing conditions and 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) market acceptance of our existing and new
products, (iv) delays in bringing products to key markets, (v) an
inability to secure regulatory approvals for the ability to sell
our products in certain markets, (vi) intense competition in the
industry from much larger, multinational companies, (vii) product
liability claims, (viii) product malfunctions, (ix) our limited
manufacturing capabilities and reliance on subcontractors for
assistance, (x) our efforts to successfully obtain and maintain
intellectual property protection covering our products, which may
not be successful, (xi) our reliance on single suppliers for
certain product components, (xii) 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, (xiii) the fact that we conduct business in
multiple foreign jurisdictions, exposing us to 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, (xiv) our
satisfaction of the closing conditions in the private placement and
our use of the net proceeds therefrom, and (xv) market and other
conditions. 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
the Company’s Annual Report on Form 10-K and its 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 assumes no obligation to
publicly update or revise its forward-looking statements as a
result of new information, future events or otherwise, except as
required by law.
Investor Relations Contact:
KCSA Strategic Communications David Hanover
ToughBuilt@KCSA.com
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