Toughbuilt Industries, Inc 8-K

What Happened
Toughbuilt Industries, Inc. filed an 8-K disclosing that its board approved on January 14, 2026 the conversion of accrued compensation and earned bonuses into common stock for five executives. The conversions cover compensation earned as of December 31, 2025 and bonuses under employment agreements (one bonus was under a verbal agreement). In aggregate the company issued 179,292,494 shares of Common Stock to the named individuals; two board members abstained from voting on resolutions pertaining to themselves.

Key Details

• Total shares issued: 179,292,494 common shares (unregistered sales under Item 3.02).
• Individual conversions approved:
  • Michael Panosian: $75,000 (accrued) + $362,000 (bonus) → 59,838,515 shares.
  • Josh Keener: $75,000 (accrued) + $159,000 (bonus) → 36,770,333 shares.
  • Zareh Kachatoorian: $75,000 (accrued) + $156,000 (bonus) → 27,447,579 shares.
  • Martin Galstyan: $75,000 (accrued) + $156,000 (bonus) → 27,447,579 shares.
  • Manu Ohri: $234,000 bonus (verbal employment agreement) → 27,788,488 shares.
• Board action: approved Jan 14, 2026; the filing notes Messrs. Panosian and Keeler abstained from votes related to themselves due to conflicts of interest.

Why It Matters
This filing documents a large equity-based payment to executives rather than cash, which increases the company’s outstanding shares and can dilute existing shareholders’ ownership and per‑share metrics (earnings per share, voting power). The issuances are related-party transactions approved by the board, with abstentions by directors involved, and were made as unregistered sales under securities exemptions — details investors should consider when assessing equity structure and potential dilution.