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 of earliest event reported): July 1623, 2024

TOUGHBUILT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38739	46-0820877
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

8669 Research Drive
Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

(949) 528-3100

(Registrant’s telephone number, including area code)

N/A

(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))

☐

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
Common Stock, par value $0.0001 per share		TBLT		The Nasdaq Capital Market

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

OnAppointment ~~July 16, 2024, ToughBuilt Industries, Inc. (the “Company”) received a letter~~ of ~~resignation~~New ~~from~~Director; ~~Linda Moossaian, in which she resigned from her positions as a member of the Company’s~~ Audit Committee ~~and~~ the Board of Directors, effective immediately. Ms. Moossaian also resigned from the Board’s Compensation Committee and Nominating and Corporate Governance Committee on July 2, 2024, effective immediately. Ms. Moossaian’s decision to resign from the Board and its committees was not the result of any disagreements with fellow committee members, the Board, or management of the Company regarding the Company’s operations, policies, or practices.Chair

~~The~~On ~~Board~~July ~~has~~23, ~~actively~~2024, ~~engaged in~~ the ~~process~~Board of ~~identifying~~Directors ~~and recruiting a qualified independent member to serve on~~ (the "Board") of ToughBuilt ~~Directors~~Industries, ~~and~~Inc. (the ~~Audit~~"Company") ~~Committee.~~appointed ~~This~~Monica ~~search~~Pitterle, isCPA, ~~being~~as ~~conducted~~a ~~with~~member aof ~~commitment to~~the ~~diversity~~Board, ~~expertise,~~effectively ~~and~~immediately. The ~~integrity~~Board tohas ~~ensure~~determined that Ms. Pitterle meets the ~~selected~~independence ~~candidate~~criteria ~~will~~set ~~contribute~~forth ~~significantly~~under toNasdaq ~~the~~Rule ~~governance~~5605 and ~~oversight functions~~Rule 10A-3 of the ~~Company.~~Securities Exchange ~~The~~Act ~~Company~~of is1934, ~~dedicated~~as toamended, ~~filling~~and ~~this~~as ~~vacancy~~such, ~~with~~has abeen ~~highly~~deemed ~~qualified~~an ~~individual~~independent ~~who~~director. ~~will support the Company’s mission and strategic objectives~~Further, ~~while~~Ms. ~~also~~Pitterle ~~ensuring~~has ~~compliance~~been ~~with~~appointed ~~all~~to ~~regulatory~~serve as ~~requirements~~the ~~and~~Chair ~~best~~of ~~practices~~the inBoard's ~~corporate~~Audit ~~governance~~Committee.

~~Notwithstanding~~The ~~the~~Board ~~resignation~~has ofalso determined that Ms. ~~Moossaian,~~Pitterle ~~the~~qualifies ~~Company’s Board~~as ~~maintains~~an a"audit committee ~~Compensation~~financial ~~Committee~~expert" ~~and~~as adefined ~~Nominating~~under ~~and~~Item ~~Corporate~~407(d)(5) ~~Governance Committee, each comprised~~ of ~~the~~Regulation ~~Company’s~~S-K ~~two~~promulgated ~~remaining independent~~under ~~directors, in full compliance with~~ the ~~Nasdaq~~Securities ~~Rules.~~Act ~~These~~of ~~committees continue to operate effectively~~1933, ~~fulfilling~~as ~~their respective~~amended. ~~mandates~~Her asextensive ~~outlined~~knowledge ~~in each Committee’s respective charters~~ and expertise in ~~accordance~~financial ~~with~~matters ~~the~~make ~~principles~~her ofan ~~good~~invaluable ~~corporate~~asset ~~governance. The~~to ~~Company anticipates that~~ the ~~newly~~Audit ~~appointed independent director will also join the Compensation~~ Committee and the ~~Nominating~~Board ~~and Corporate~~at ~~Governance Committee~~large.

InMs. ~~accordance~~Pitterle ~~with~~will ~~the~~serve ~~requirements~~as ofa ~~Item~~director ~~5.02~~until ofthe ~~Form~~next ~~8-K,~~annual ~~the Company~~meeting ~~has~~of ~~provided Ms. Moossaian with~~ the ~~disclosure~~stockholders ~~pertaining~~or tountil her ~~resignation~~successor ~~from~~is ~~the~~elected ~~Company’s Board of Directors~~ and ~~its committees~~qualified. ~~Ms.~~ ~~Moossaian~~The ~~has~~Company ~~provided~~and athe ~~letter,~~Board ~~filed~~are asconfident ~~Exhibit~~that 99Ms.1 toPitterle's ~~this~~contributions will ~~Current~~be ~~Report~~of onsignificant ~~Form~~benefit ~~8-K, in which she affirms her agreement with the disclosure related~~ to ~~her resignation from~~ the ~~Board~~Company and its ~~committees~~shareholders.

~~Item~~Professional ~~9.01 Financial Statements and Exhibits.~~Background

Exhibit No.		Description
99.1		Letter, dated July 16, 2024, from Linda Moossaian to the Board of Directors of ToughBuilt Industries, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Ms. Pitterle is a Certified Public Accountant and Certified Information Systems Auditor. Since 2007, Ms. Pitterle has offered her services to a diverse portfolio of clients, across various industries and companies, reflecting her ability to adapt and deliver value in varying corporate landscapes. Her consulting tenure is marked by a focus on leveraging her extensive experience to guide companies through critical financial processes and operational improvements.

1From 2000-2006, Ms. Pitterle served in several key leadership roles at Comcast/Time Warner, including serving as the Twin Cities Director of Business Operations overseeing a $600 million region with a significant subscriber base exceeding 550,000. Prior positions at Comcast/Time Warner included the St. Paul Area Director of Business Operations and VP-Finance for the Minneapolis Area. Prior to her tenure at Comcast, from 1999-2000, Ms. Pitterle served as the VP-Finance, Corporate Secretary, and Chief Accounting Officer, at Verdant Brands, Inc., a publicly-held manufacturer, to spearhead efforts in cleaning up operations and maximizing its liquidation value. From 1992-1999, Ms. Pitterle served as Group Controller for a $200 million department within ADC Telecommunications, Inc., a publicly held manufacturer of telecom equipment. From 1989-1992, Ms. Pitterle held multiple roles, including Senior Financial Analyst, Audit Manager, and MIS Auditor, at Grand Metropolitan, PLC, an $18 billion corporation with diverse interests across brands like Pillsbury, Burger King, Haagen-Dazs, and Alpo. From 1983-1988, Ms. Pitterle served an audit manager at Ernst & Young.

~~SIGNATURES~~Ms. Pitterle graduated summa cum laude from Georgetown University with a BSBA in May 1983. Her academic achievements set the foundation for her professional success and her commitment to excellence in the field of accounting and finance.

~~Pursuant~~The toCompany ~~the~~believes ~~requirements~~Ms. Pitterle's combination of ~~the~~extensive ~~Securities~~professional ~~Exchange~~experience, ~~Act~~proven ofleadership ~~1934~~in financial management, ~~the~~and ~~registrant~~strong ~~has~~educational ~~duly~~background ~~caused~~make ~~this~~her ~~report~~a suitable candidate to beserve ~~signed~~as ona member ~~its~~of ~~behalf~~the byCompany’s Board and as the ~~undersigned~~Chair ~~hereunto~~and ~~duly~~“audit ~~authorized~~committee financial expert” of the Board’s Audit Committee.

	ToughBuilt Industries, Inc.
Date: July 17, 2024	By:	/s/ Martin Galstyan
	Name:	Martin Galstyan
	Title:	Chief Financial Officer

2SIGNATURES

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: July 26, 2024	By:	/s/ Martin Galstyan
	Name:	Martin Galstyan
	Title:	Chief Financial Officer

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