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):
October 6, 2022
TOUGHBUILT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction | | | | |
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(Address of principal executive offices) | | |
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
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, par value $0.0001 per share | | | | |
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).
Emerging Growth Company
x
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.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 6, 2022, the Board of Directors of ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), approved the amendment to amended and restated bylaws of the Company (the “A&R Bylaws”), which amends the stockholder quorum requirements of the A&R Bylaws.
Article II, Section 2.6 of the original A&R Bylaws provided, in part, that
the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum of the stockholders for all purposes. In contrast, Article II, Section 2.6 of the amended A&R Bylaws provides that at any meeting of the stockholders, the holders of thirty-three and one-third percent (33 1/3%) of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum of the stockholders for all purposes.
The description of Article II, Section 2.6 set forth above is qualified in its entirety by reference to the full and complete amendment to the A&R Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated therein by reference.
Item 9.01 Financial Statements and 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. |
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