Exhibit 3.1
| STATE OF NEVADA | |
FRANCISCO V. AGUILAR | 
| Commercial Recordings Division |
Secretary of State | 401 N. Carson Street Carson City, NV 89701 |
| Telephone (775) 684-5708 |
| Fax (775) 684-7138 |
DEPUTY BAKKEDAHL | North Las Vegas City Hall |
Deputy Secretary for | OFFICE OF THE | 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 |
Commercial Recordings | SECRETARY OF STATE | Telephone (702) 486-2880 |
| | Fax (702) 486-2888 |
Business Entity - Filing Acknowledgement
| 12/22/2023 |
| |
Work Order Item Number: | W2023122200457-3354318 |
Filing Number: | 20233711588 |
Filing Type: | Amendment After Issuance of Stock |
Filing Date/Time: | 12/21/2023 3:44:00 PM |
Filing Page(s): | 3 |
Indexed Entity Information: | |
| |
Entity ID: E0199732012-3 | Entity Name: TOUGHBUILT
INDUSTRIES, INC. |
| |
Entity Status: Active | Expiration Date: None |
Commercial Registered Agent
EASTBIZ.COM, INC.
5348 VEGAS DRIVE, Las Vegas, NV 89108, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
| Respectfully, |
| 
|
| FRANCISCO V. AGUILAR |
| Secretary of State |
Commercial Recording Division
401 N. Carson Street
ANNEX A
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
TOUGHBUILT INDUSTRIES, INC.
ToughBuilt Industries, Inc., a corporation organized and existing under and by virtue of the provisions of the Nevada Revised Statutes (the “Corporation”), hereby certifies as follows:
1. The name of the Corporation is ToughBuilt Industries, Inc. (the “Corporation”).
2. Article 3 of the Corporation’s Amended and Restated Articles of Incorporation, as amended, is hereby amended to adding the following paragraph:
“Reverse Stock Split. Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”) each share of the Corporation’s common stock, $0.0001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each sixty-five (65) shares of Old Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified into one share of Common Stock, $0.0001 par value per share, of the Corporation (the “New Common Stock”) (the “Reverse Stock Split”). The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid. The Reverse Stock Split shall have effect on the authorized number or par value of the capital stock of the Corporation.”
3. Except as set forth in this Certificate of Amendment of Articles of Incorporation, the Articles of Incorporation, as amended, remains in full force and effect.
IN WITNESS WHEREOF, ToughBuilt Industries, Inc. has caused this Certificate of Amendment of Articles of Incorporation to be signed by Michael Panosian, a duly authorized officer of the Corporation, on December 19, 2023.
| By: | /s/ Michael Panosian |
| Name: Michael Panosian |
| Title: Chief Executive Officer |
