Toughbuilt Industries, Inc: M&A transaction — Toughbuilt Industries issues 2.9M shares for $3.6M in accrued compensation; management now holds >66%

Toughbuilt Industries, Inc

CEO converted $1,293,167 into 1,122,785 shares; other officers converted $2,339,501 into 1,770,420 shares.
Prior outstanding shares: 1,443,125; post-issuance: 4,336,330; management holds over 66%.
Transactions deemed a change of control under Item 5.01, exempt under Section 4(a)(2) and Rule 506(b).
Conversions cover accrued compensation from 2022 through Q1 2025; no sales commissions paid.

item 3.02 item 5.02 item 5.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.7

Toughbuilt Industries, Inc underwent a change of control.

Action: change of control

Exact text from the filing

Prior to the issuance of the Shares (as defined below), there were 1,443,125 shares of Common Stock of Toughbuilt Industries, Inc., a Nevada corporation (the “ Company ”), issued and outstanding. After the issuance of the Shares, there are now 4,336,330 shares of the Company’s Common Stock issued and outstanding, over 66% of which are now held by management. The issuance of the Shares constitutes a change of control of the Company.

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Source: SEC EDGAR

accession 0001213900-25-036229

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