ToughBuilt Industries Announces Closing of $20 Million Private Placement Priced at a Premium to Market under Nasdaq Rules
July 27 2022 - 5:26PM
ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”)
(NASDAQ: TBLT; TBLTW), today announced that it has closed its
previously announced private placement with institutional investors
for the issuance and sale of 4,000,000 shares of common stock (or
pre-funded warrants in lieu thereof) and preferred investment
options to purchase up to 8,000,000 shares of common stock at an
offering price of $5.00 per share (or pre-funded warrant) and
accompanying preferred investment options, priced at a premium to
market under Nasdaq rules. Each share of common stock (or
pre-funded warrant) was sold in the offering together with a series
A preferred investment option to purchase one share of common stock
that is exercisable immediately for a term of three years at an
exercise price of $5.00 per share and a series B preferred
investment option to purchase one share of common stock that is
exercisable immediately for a term of two years at an exercise
price of $5.00 per share.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The gross proceeds from the offering were $20
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 corporate purposes,
including working capital.
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.
ToughBuilt has 8,787,129 shares of common stock
outstanding after this offering, and has received proceeds of
approximately $2,854,624 from the exercise of outstanding warrants
in the last ten days.
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
use of the net proceeds from the private placement, 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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