ToughBuilt Industries Announces Closing of $7.5 Million Private Placement Priced At-The-Market under Nasdaq Rules
November 17 2022 - 5:58PM
ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”)
(NASDAQ: TBLT; TBLTW), today announced that it has closed its
previously announced private placement with several institutional
investors for the issuance and sale of 2,619,911 shares of common
stock (or pre-funded warrants in lieu thereof) and preferred
investment options to purchase up to 10,619,911 shares of common
stock at an offering price of $2.862692 per share (or pre-funded
warrant) and accompanying preferred investment options, priced
at-the-market under Nasdaq rules. The preferred investment options
are exercisable immediately upon issuance, have a term of three
years and an exercise price of $2.356 per share.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The gross proceeds from the offering were
approximately $7.5 million, before deducting the placement agent’s
fees and other offering expenses payable by ToughBuilt. The Company
intends to use the net proceeds from this offering for general
working capital purposes.
In addition, the investors in the private
placement agreed to cancel preferred investment options to purchase
up to an aggregate of 8,000,000 shares of common stock of the
Company which were previously issued to the investors in July
2022.
The securities offered in the private placement
and described above were offered in a private placement under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Act") and/or Rule 506(b) of Regulation D promulgated thereunder
and have not been registered under the Act or applicable state
securities laws. Accordingly, the securities may not be offered or
sold in the United States absent registration with the Securities
and Exchange Commission (the “SEC”) or an applicable exemption from
such registration requirements. Pursuant to a registration rights
agreement with the investors, the Company has agreed to file one or
more registration statements with the SEC covering the resale of
the securities sold in this private placement.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
ABOUT TOUGHBUILT INDUSTRIES,
INC.
ToughBuilt is an advanced product design,
manufacturer and distributor with emphasis on innovative products.
Currently, we are focused on tools and other accessories for the
professional and do-it-yourself construction industries. We market
and distribute various home improvement and construction product
lines for both the do-it-yourself and professional markets under
the TOUGHBUILT® brand name, within the global multibillion dollar
per year tool market industry. All of our products are designed by
our in-house design team. Since launching product sales in 2013, we
have experienced significant annual sales growth. Our current
product line includes three major categories, with several
additional categories in various stages of development, consisting
of Soft Goods & Kneepads and Sawhorses & Work Products. Our
mission is to provide products to the building and home improvement
communities that are innovative, of superior quality derived in
part from enlightened creativity for our end users while enhancing
performance, improving well-being and building high brand loyalty.
Additional information about the Company is available at:
https://www.toughbuilt.com/.
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking
statements.” Such statements include, but are not limited to,
statements regarding the intended use of proceeds from private
placement and statements concerning the anticipated consummation of
the private placement and may be preceded by the words “intends,”
“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”
“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”
or similar words. Forward-looking statements are not guarantees of
future performance, are based on certain assumptions and are
subject to various known and unknown risks and uncertainties, many
of which are beyond the Company’s control, and cannot be predicted
or quantified and consequently, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, without
limitation, risks and uncertainties associated with (i) the impact
of the worldwide COVID-19 pandemic and government actions, on our
business, (ii) supply chain disruptions, (iii) market acceptance of
our existing and new products, (iv) delays in bringing products to
key markets, (v) an inability to secure regulatory approvals for
the ability to sell our products in certain markets, (vi) intense
competition in the industry from much larger, multinational
companies, (vii) product liability claims, (viii) product
malfunctions, (ix) our limited manufacturing capabilities and
reliance on subcontractors for assistance, (x) our efforts to
successfully obtain and maintain intellectual property protection
covering our products, which may not be successful, (xi) our
reliance on single suppliers for certain product components, (xii)
the fact that we will need to raise additional capital to meet our
business requirements in the future and that such capital raising
may be costly, dilutive or difficult to obtain, (xiii) the fact
that we conduct business in multiple foreign jurisdictions,
exposing us to foreign currency exchange rate fluctuations,
logistical and communications challenges, burdens and costs of
compliance with foreign laws and political and economic instability
in each jurisdiction, and (xiv) market and other conditions. More
detailed information about the Company and the risk factors that
may affect the realization of forward looking statements is set
forth in the Company’s filings with the Securities and
Exchange Commission (SEC), including the Company’s Annual
Report on Form 10-K and its Quarterly Reports on Form 10-Q.
Investors and security holders are urged to read these documents
free of charge on the SEC’s web site at http://www.sec.gov.
The Company assumes no obligation to publicly update or revise its
forward-looking statements as a result of new information, future
events or otherwise, except as required by law.
Investor Relations Contact: KCSA Strategic
Communications David Hanover
toughbuilt@kcsa.com
Source: ToughBuilt Industries, Inc
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