SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
TOUGHBUILT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| | | | |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
25371 Commercentre Drive, Suite 200 | | |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | Name of each exchange on which registered: |
| Common Stock | | TBLT | | Nasdaq Capital Market |
| Series A Warrants | | TBLTW | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
☐
| Results of Operations and Financial Condition. |
On November 15, 2021, ToughBuilt Industries, Inc. (the “
Company
”) issued a press release
announcing the Company’s financial and corporate results for the fiscal quarter ended September 30, 2021
. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Non-GAAP Financial Measures
. Certain information set forth in the press release attached as Exhibit 99.1 refers to financial measures determined by methods other than in accordance with generally accepted accounting principles in the United States (“
GAAP
”). Specifically, the Company adjusted its revenues for the three and nine month periods ended September 30, 2020 (a non-GAAP financial measure) in calculating its year-over-year growth of revenues to exclude a one-time order of $3.4 million by a new customer. ToughBuilt considers the use of revenue, on an adjusted basis (a non-GAAP measure), for the three and nine month periods ended September 30, 2020 helpful to investors in assessing its current financial performance, ongoing operations and prospects for the future. Ongoing operations are the ongoing revenue and expenses of the business, excluding certain revenues that ToughBuilt does not anticipate to recur on a quarterly basis or which do not reflect ongoing operations. These measures are not necessarily comparable to similar measures that may be presented by other companies and should not be considered in isolation or as a substitute for the related GAAP measure. In compliance with Regulation G, the reconciliation of the non-GAAP measure to its GAAP counterpart is included in the Appendix to the press release.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
| Financial Statements and Exhibit |
(d) Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | TOUGHBUILT INDUSTRIES, INC. |
| | | |
| Date: November 15, 2021 | By: | |
| | Name: | Martin Galstyan |
| | Title: | Chief Financial Officer |
