ToughBuilt Industries, Inc. Announces 1-for-150 Reverse Stock Split as Part of Nasdaq Compliance Plan
April 22 2022 - 4:40PM
ToughBuilt Industries,
Inc. (“ToughBuilt”) (NASDAQ: TBLT;
TBLTW) today announced that it will effect a 1-for-150
reverse stock split of its common stock. The reverse stock split is
expected to become effective at 12:01 a.m. Eastern
Time on April 25, 2022, and the Company’s common stock is
expected to commence trading on the Nasdaq Capital Market on a
post-split basis at the opening of the market on Monday, April
25, 2022, pending confirmation by the Depository Trust
Company and Nasdaq. The common stock will continue to trade
under the Company’s existing trading symbol, “TBLT,” and the new
CUSIP number for the common stock following the reverse stock split
will be 89157G 884.
The Company expects that the reverse stock split, which was
approved by the Company’s stockholders at a special meeting on
April 1, 2022 will increase the price per share of the Company’s
common stock, and is part of the Company’s strategy to regain
compliance with the $1.00 minimum bid price requirement
of the Nasdaq Capital Market.
At the effective time of the reverse stock split, each one
hundred fifty (150) shares of the Company’s issued and outstanding
common stock will be automatically converted into one (1) issued
and outstanding share of common stock without any change in the par
value of $0.0001 per share or the total number of
authorized shares. The reverse stock split will reduce the
Company’s number of shares outstanding common stock from
approximately 154,300,090 shares to approximately 1,028,625 shares.
No fractional shares of common stock will be issued in connection
with the reverse stock split, and stockholders who would otherwise
be entitled to receive a fractional share will receive a cash
payment in lieu thereof. Proportional adjustments will also be made
to the exercise prices and number of shares of common stock
issuable upon the exercise of ToughBuilt’s stock options and
warrants outstanding at the effective time, as applicable.
Additional information regarding the reverse stock split is
available in the Company’s definitive proxy statement originally
filed with the U.S. Securities and Exchange
Commission on March 4, 2022, as amended.
Information for ToughBuilt Stockholders
The Company’s transfer agent, VStock Transfer (“VStock”) will
act as the exchange agent for the reverse stock split. VStock will
provide stockholders of record holding certificates representing
pre-split shares of the Company’s common stock as of the effective
date with a letter of transmittal providing instructions for the
exchange of stock certificates for post-split shares. Registered
stockholders holding pre-split shares of the Company’s common stock
electronically in book-entry form are not required to take any
action to receive post-split shares. Stockholders owning shares via
a broker or other nominee will have their positions automatically
adjusted to reflect the reverse stock split, subject to the
broker’s or nominee’s particular procedures for processing the
reverse stock split.
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 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 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
our 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 or defend
ourselves from third parties’ infringement claims, (xi) our
reliance on a single supplier 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 and (xiii) 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 (xiv) 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 facts,
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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