ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”)
(NASDAQ: TBLT; TBLTW), today announced that it has entered into a
securities purchase agreement with certain institutional investors
for the issuance and sale of 2,500 shares of Series F convertible
preferred stock (the “Series F Preferred”) and 2,500 shares of
Series G convertible preferred stock (the “Series G Preferred”) in
a registered direct offering. ToughBuilt has also agreed to issue
to the investors unregistered warrants to purchase up to an
aggregate of 18,750,000 shares of common stock in a concurrent
private placement. Each share of Series F Preferred and Series G
Preferred will have a stated value of $1,000 per share and be
convertible after the closing date into shares of common stock at a
conversion price of $0.20 per share. The warrants have an exercise
price of $0.251 per share, will be exercisable on the later of (i)
the date of shareholder approval to increase the authorized shares
of common stock or effect a reverse stock split of the common stock
and (ii) six months following the date of issuance, and will expire
five years from the initial exercise date. The closing of the
offering is expected to occur on or about February 16, 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 to the Company are expected
to be approximately $5 million before deducting placement agent
fees and other offering expenses. The Company currently intends to
use the net proceeds from the offering for working capital
purposes.
The Company expects to call a special meeting of
stockholders for the approval of a proposal to effect a reverse
split of the common stock and a proposal to increase the number of
authorized shares of common stock (the “Proposals”). The Series F
Preferred has voting rights, with the common stock as a single
class, equal to the number of shares of common stock underlying the
Series F Preferred on the Proposals. The Series G Preferred has
voting rights, with the common stock as a single class, equal to
500,000 votes per share of Series G Preferred on the Proposals,
provided that, in accordance with Nasdaq listing rules, any votes
cast by the Series G Preferred with respect to the Proposals must
be counted by the Company in the same proportion as the aggregate
shares of common stock voted on the Proposals.
Today, the Company also announced that the Board
of Directors of the Company (the “Board”) has determined to cancel
the Special Meeting of Stockholders scheduled to be held at 1:00 PM
(Pacific Time) on February 15, 2022. The Company will announce when
a new record date has been established by the Board by filing of a
proxy statement with the Securities and Exchange Commission (the
“SEC”).
The Series F Preferred and Series G Preferred
and the shares of common stock underlying the Series F Preferred
and Series G Preferred described above (but not the warrants or the
shares of common stock underlying the warrants) are being offered
and sold by the Company in a registered direct offering pursuant to
a “shelf” registration statement on Form S-3 (File No. 333-252630),
including a base prospectus previously filed with the SEC on
February 2, 2021 and became effective on February 8, 2021. The
offering of such securities is being made only by means of a
prospectus supplement that forms a part of the registration
statement. A final prospectus supplement and the accompanying base
prospectus relating to the registered direct offering will be filed
with the SEC and will be available on the SEC’s website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
and the accompanying base prospectus may also be obtained by
contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd
Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at
placements@hcwco.com.
The warrants issued in the concurrent private
placement and the shares of common stock underlying the warrants
are being offered in a private placement under Section 4(a)(2) of
the Securities Act of 1933, as amended (the “Act”), and Regulation
D promulgated thereunder and have not been registered under the Act
or applicable state securities laws. Accordingly, the warrants and
underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
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 offering and
statements concerning the anticipated closing and closing date of
the offering 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, (v) product
liability claims, (vii) product malfunctions, (viii) our limited
manufacturing capabilities and reliance on subcontractors for
assistance, (ix) our efforts to successfully obtain and maintain
intellectual property protection covering our products, which may
not be successful, (x) our reliance on single suppliers for certain
product components, (xi) 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 (xii) 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 and (xiii) 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
ToughBuilt Industries (NASDAQ:TBLTW)
Historical Stock Chart
From Mar 2024 to Apr 2024
ToughBuilt Industries (NASDAQ:TBLTW)
Historical Stock Chart
From Apr 2023 to Apr 2024