Toughbuilt (TBLT) details unregistered equity for accrued 2025 pay

Rhea-AI Filing Summary

Toughbuilt Industries, Inc. reported that its board approved converting certain compensation owed to key individuals into shares of its common stock. The amounts converted included accrued compensation earned as of December 31, 2025 and bonuses, which were issued as unregistered equity.

The company states these share issuances relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, based in part on investor representations. There were no sales commissions paid in connection with these transactions. Certain directors, including Messrs. Panosian and Keeler, abstained from voting on resolutions pertaining to themselves due to conflicts of interest.

8-K Event Classification

2 items: 3.02, 5.02

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 14, 2026

TOUGHBUILT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-38739		46-0820877
(State or Other Jurisdiction		(Commission File Number)		(I.R.S. Employer
of Incorporation)				Identification Number)

8669 Research Drive
Irvine, CA 92618

(Address of principal executive offices, including zip code)

(949) 528-3100

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 ☐

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. ☐

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure contained in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 herein.

The issuances of the Shares (as defined below) were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investors. There were no sales commissions paid pursuant to these transactions.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 14, 2026, the board of directors of Toughbuilt Industries, Inc., a Nevada corporation (the “Company”) approved (with Messrs. Panosian and Keeler each abstaining from voting resolutions pertaining to themselves due to conflicts of interest) the following conversions into shares of Common Stock of the Company (the “Shares”) of compensation owed by the Company (accrued compensation earned as of December 31, 2025 and bonuses) to the individuals set forth below:

● $75,000 of compensation owed to Michael Panosian as of December 31, 2025 and $362,000 as a bonus which was earned per an employment agreement converted into an aggregate of 59,838,515 shares of Common Stock;

● $75,000 of compensation owed to Josh Keener as of December 31, 2025 and $159,000 as a bonus which was earned per an employment agreement converted into an aggregate of 36,770,333 shares of Common Stock;

● $75,000 of compensation owed to Zareh Kachatoorian as of December 31, 2025 and $156,000 as a bonus which was earned per an employment agreement converted into an aggregate of 27,447,579 shares of Common Stock;

● $75,000 of compensation owed to Martin Galstyan as of December 31, 2025 and $156,000 as a bonus which was earned per an employment agreement converted into an aggregate of 27,447,579 shares of Common Stock; and

● $234,000 as a bonus owed to Manu Ohri which was earned per a verbal employment agreement converted into an aggregate of 27,788,488 shares of Common Stock.

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SIGNATURES

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: January 29, 2026	By:	/s/ Manu Ohri
		Manu Ohri, Chief Financial Officer

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FAQ

What did Toughbuilt Industries (TBLT) disclose in this 8-K filing?

Toughbuilt Industries disclosed board-approved conversions of owed compensation into common stock. The compensation included accrued amounts earned as of December 31, 2025 and bonuses. These issuances were treated as unregistered equity transactions relying on specific Securities Act exemptions, with no sales commissions paid.

How were the Toughbuilt (TBLT) unregistered equity issuances structured?

The company converted accrued compensation and bonuses into shares of common stock. These issuances were made to certain individuals as payment of compensation obligations, rather than for cash proceeds, and were treated as unregistered sales of equity securities under Item 3.02 of the report.

Which securities law exemptions did Toughbuilt (TBLT) rely on for the share issuances?

Toughbuilt relied on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The company notes these exemptions were used for the unregistered share issuances and were based in part on representations made by the investors receiving the common stock.

Were any sales commissions paid in Toughbuilt’s (TBLT) compensation-for-shares transactions?

No sales commissions were paid in connection with these transactions. The company explicitly states that no commissions were associated with the issuance of common stock used to satisfy accrued compensation and bonus obligations owed to the participating individuals.

What role did Toughbuilt’s (TBLT) board of directors play in these equity conversions?

On January 14, 2026, the board approved converting certain compensation into common stock. Directors Messrs. Panosian and Keeler abstained from voting on resolutions related to their own compensation due to conflicts of interest, while the remaining directors approved the conversions.

What period of compensation was converted to shares by Toughbuilt (TBLT)?

The conversions covered accrued compensation earned as of December 31, 2025 and related bonuses. These obligations, owed by the company to certain individuals, were satisfied through issuances of common stock instead of cash, treated as unregistered equity sales.

Who signed the Toughbuilt (TBLT) 8-K related to these unregistered equity issuances?

The 8-K was signed by Chief Financial Officer Manu Ohri. The signature block shows that Toughbuilt Industries, Inc. authorized the report through CFO Manu Ohri, dated January 29, 2026, confirming the company’s execution of the disclosure obligations.