UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2021

TOUGHBUILT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (949) 528-3100

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):

Securities registered pursuant to Section 12(b) of the Act:

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. [  ]

On January 19, 2021, ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), filed a prospectus supplement dated January 15, 2021 (the “ATM Prospectus Supplement”) to its effective registration statement on Form S-3, as amended (File No. 333-251185) (the “Registration Statement”), in connection with the Company’s At the Market Offering Agreement, dated December 7, 2020 (the “ATM Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”). Pursuant to the ATM Prospectus Supplement, may, at its discretion, offer and sell shares of common stock having an aggregate offering price of up to $8,721,746 from time to time through Wainwright acting as sales agent.

Sales of common stock, if any, under the ATM Prospectus Supplement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. Wainwright is not required to sell any specific number or dollar amount of shares, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement. Wainwright will be entitled to a commission equal to 3.0% of the gross sales price per shares of common stock sold.

Since December 17, 2020, to and including the date of the ATM Prospectus Supplement, the Company has sold 12,054,000 shares of its common stock for aggregate proceeds of approximately $11,069,185 under the Registration Statement and ATM Agreement.

SIGNATURE

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.