As filed with the Securities and Exchange Commission on February 13, 2024. Registration No. 333-276008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO Nevada 3420 46-0820877 (I.R.S. Employer Identification No.) (State or Other Jurisdiction of Incorporation or Organization) Code Number) FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOUGHBUILT INDUSTRIES, INC. (Exact name of registrant as specified in its charter) 8669 Research Drive Irvine, CA 926 ...

As filed with the Securities and Exchange Commission on February 9, 2024. Registration No. 333-276008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOUGHBUILT INDUSTRIES, INC. (Exact name of registrant as specified in its charter) (Primary Standard Industrial Classification (State or Other Jurisdiction of Incorporation or Organization) Nevada 3420 46-0820877 (I.R.S. Employer Identification No.) Code ...

As filed with the Securities and Exchange Commission on January 26, 2024. Registration No. 333-276008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOUGHBUILT INDUSTRIES, INC. (Exact name of registrant as specified in its charter) (I.R.S. Employer Identification No.) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) 8669 Research ...

As filed with the Securities and Exchange Commission on December 12, 2023. Registration No. ________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOUGHBUILT INDUSTRIES, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Nevada 3420 46-0820877 (Primary Standard Industrial Classification (I.R.S. Employer Identification (Name, address, including zip ...

Product Launch and Development - In October 2023, the Company launched its StackTech product line with an initial rollout of more than 25 SKUs, featuring the world's first auto-locking stacking tool storage solution [181]. - The Company plans to develop a new line of ToughBuilt mobile devices and accessories, although development is currently suspended due to microchip shortages [190]. - The Company has launched more than 40 new SKUs in the Handheld Screwdrivers segment and over 20 new SKUs in the Handheld Wrenches segment in January 2023 [182]. - The Company is in product line reviews with major retailers, anticipating the addition of up to three major retailers and several distributors in the near term [189]. Sales and Revenue - In January 2023, global Amazon sales reached approximately $15.9 million, representing a 34% increase from $11.9 million in 2022 [182]. - Revenues for Q3 2023 were $20,630,207, a decrease of $9,615,044 or 31.8% compared to Q3 2022 revenues of $30,245,251, primarily due to decreased demand [208]. - For the nine months ended September 30, 2023, revenues were $59,722,486, down $5,631,165 or 8.6% from $65,353,651 in the same period of 2022 [215]. Costs and Expenses - Cost of goods sold for Q3 2023 was $15,717,233, down $6,610,861 or 30% from $22,328,094 in Q3 2022, with COGS as a percentage of revenues increasing to 76.19% from 73.82% [209]. - Operating expenses for Q3 2023 were $12,572,066, a decrease of $2,104,069 or 14% compared to Q3 2022, with SG&A expenses as a percentage of revenues rising to 60.94% from 48.52% [210]. - Research and development costs increased by $134,673 or 4.8% in Q3 2023 to $2,916,349, primarily due to new tool development for the construction industry [211]. - The nine-month cost of goods sold was $45,411,269, a decrease of $4,073,682 or 8% from $49,484,951 in 2022, with COGS as a percentage of revenues at 76% compared to 75.72% in 2022 [216]. Net Income and Loss - The company recorded a net loss of $14,248,574 for Q3 2023, compared to a net income of $8,006,430 in Q3 2022 [213]. - The company reported a net loss of $28,249,105 for the nine months ended September 30, 2023, compared to a net loss of $16,233,560 for the same period in 2022 [220]. Cash Flow and Financing - Cash at September 30, 2023 was $1.8 million, down from $2.6 million at December 31, 2022, with an accumulated deficit of approximately $173.2 million [221]. - The company completed a public offering on June 23, 2023, raising funds through the sale of 6,089,025 common shares at an offering price of $0.41 each [222]. - The company received net proceeds of approximately $3.8 million from the June 2023 Offering after deducting estimated expenses [224]. - The company issued New Warrants to purchase up to 21,239,822 shares at an exercise price of $0.3201, resulting in net proceeds of approximately $2.9 million from the exercise of Series C Preferred Investment Options [225]. - Net cash used in operating activities for the nine months ended September 30, 2023 was $4,109,040, with a net loss of $28,249,105 [230]. - Cash flows from financing activities for the nine months ended September 30, 2023 provided $6,692,360, primarily from stock issuance [233]. - The company recorded a net decrease in cash of $729,932 for the nine months ended September 30, 2023, compared to a decrease of $5,883,784 for the same period in 2022 [234]. - Total contractual obligations as of September 30, 2023 amounted to $4,260,276, with $1,247,062 due in the next twelve months [235]. - The company intends to use cash for working capital and research and development over the next twelve months [226]. - There is substantial doubt about the company's ability to continue as a going concern for the next twelve months due to uncertainty in raising capital [227]. - Net cash used in investing activities for the nine months ended September 30, 2023 was $3,313,252, primarily for the purchase of property and equipment [232]. - The company plans to seek additional capital through debt or equity financing, but there is no assurance of raising needed capital under acceptable terms [227]. Market Expansion - The Company expanded its distribution agreement with Sodimac, covering stores in six South American countries, starting with 15 SKUs in-store and 23 SKUs online [182]. - The Company is actively expanding into markets in Mexico, Latin America, the Middle East, and South Africa [188]. Compliance and Regulatory Issues - The Company received a Nasdaq deficiency notice for failing to maintain a minimum bid price of $1.00 per share for 30 consecutive trading days, with a compliance deadline of January 3, 2024 [194]. - The Company has incurred substantial operating losses since inception and anticipates additional losses until it can commercialize its technology [177]. - The Company holds several patents and trademarks, including ToughBuilt®, Cliptech®, and Fearless®, which are considered valuable intangible assets [191].

Financial Data and Key Metrics Changes - For Q3 2023, the company reported revenue of $20.6 million, a 9% increase compared to the prior quarter, but a 31.8% decrease from $30.2 million in Q3 2022 [6][26] - Gross profit for Q3 2023 decreased by 20% to $4.9 million compared to Q3 2022, with a gross margin decline primarily due to decreased demand in the sector [15] - The net loss for Q3 2023 was $5.9 million, a significant decline from a net profit of $8 million in Q3 2022 [18] - SG&A expenses for Q3 2023 were $12.5 million, a 33% decrease compared to the prior quarter and a 30% decrease year-over-year [24] Business Line Data and Key Metrics Changes - Cost of goods sold for Q3 2023 was $15.7 million, down from $22.3 million in Q3 2022, with COGS as a percentage of revenues increasing to 76% from 74% [17] - Research and development costs for Q3 2023 were $2.9 million, slightly up from $2.8 million in Q3 2022, reflecting ongoing innovation efforts [27] Market Data and Key Metrics Changes - The company noted a decrease in demand for the tool sector, which significantly impacted revenue and gross profit margins [26] Company Strategy and Development Direction - The company plans to expand its product portfolio prudently, selectively adjust prices, and focus on efficiency to drive profitability [10] - The recent launch of the StackTech mobile stacking toolbox system is expected to open new market sectors and contribute to future net sales [16] - Management believes that the existing 22 product lines provide a strong foundation for growth and that significant new design work has been completed [25] Management Comments on Operating Environment and Future Outlook - Management acknowledged the challenging macroeconomic environment affecting the industry and emphasized ongoing efforts to streamline operations and reduce overhead [6][7] - There is optimism regarding capital resources improving as products gain wider market recognition and acceptance [28] - The company is satisfied with its current operating structure and does not plan to add significant headcount in 2023 [29] Other Important Information - As of September 30, 2023, the company's cash position was $1.8 million, with accounts receivable and inventory totaling $10.6 million and $27.5 million, respectively [9] Q&A Session Summary - The conference call concluded without a detailed Q&A session, as indicated by the operator's closing remarks [31]

Financial Data and Key Metrics Changes - Revenues for Q2 2023 increased by approximately 5.5% to $18.9 million compared to $17.9 million in Q2 2022, driven by strong product acceptance and increased sales through Amazon [6][31] - Gross profit for Q2 2023 rose by 18% to $5.8 million, with gross margin improving by 330 basis points year-over-year to 31% due to better product mix and pricing adjustments [28][31] - The net loss for Q2 2023 was $5.9 million, a significant improvement of 49% from a net loss of $12.1 million in Q2 2022, attributed to increased sales, improved gross margins, and cost reduction efforts [33][34] Business Line Data and Key Metrics Changes - Cost of goods sold for Q2 2023 was $13 million, representing 69% of revenues, down from 72% in the same period last year, indicating improved efficiency [10] - Research and development costs increased slightly to $2.9 million in Q2 2023 from $2.8 million in Q2 2022, primarily due to new tool development for the construction industry [11] Market Data and Key Metrics Changes - The company expanded its distribution in the UK through partnerships with Howdens UK and City Electrical Factors, reaching 1,200 retail locations [8] - Distribution in the European Union was also expanded through La Platforme Du Batiment and Prolians, serving over 600,000 professional customers in France and Spain [30] Company Strategy and Development Direction - The company plans to continue expanding its product portfolio, selectively adjust prices, and focus on operational efficiency to create new revenue streams and move closer to profitability [15][36] - Management emphasized the importance of maintaining strong cost controls while seeking to improve gross margins and capital resources as products gain market recognition [34] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging macroeconomic conditions but expressed confidence in the company's growth potential and infrastructure to capitalize on market opportunities [6][36] - The expectation for the remainder of the year includes modest growth, with larger growth anticipated in 2024, supported by strong demand and brand recognition [60] Other Important Information - The company raised $4.5 million in June through a public offering, which is expected to enhance capital resources [34] - As of June 30, 2023, the cash position was $2.2 million, with accounts receivable and inventory totaling $7.8 million and $31.4 million, respectively [12] Q&A Session Summary Question: Can you provide insights on headcount and shipping costs? - The company reduced headcount from 248 to 200, contributing to cost savings and focusing on profitability [43] - Shipping costs have significantly decreased from over $25,000 per container during the pandemic to below normal prices now, enhancing margins [58] Question: How do you see product lines expanding? - The company is launching new product lines, including cutting tools and hand tools, with numerous SKUs, which will generate new revenue streams [45][56] Question: What is the current state of the supply chain and manufacturing locations? - The company is diversifying manufacturing beyond China to countries like Vietnam, Cambodia, and India, adapting to economic conditions and sourcing based on capabilities [49] Question: What are the expectations for growth in the second half of the year? - Management anticipates modest growth this year with expectations for larger growth next year, supported by strong customer demand and brand loyalty [60]

Sales Performance - In January 2023, global Amazon sales reached approximately $15.9 million, marking a 34% increase from $11.9 million in 2022[174]. - Revenues for the three months ended June 30, 2023, increased by $991,914, or 5.55%, to $18,879,569 compared to $17,887,655 for the same period in 2022[192]. - Revenues for the six months ended June 30, 2023, increased by $3,983,879, or 11.35%, to $39,092,279 compared to $35,108,400 in 2022[199]. Product Launches - The company launched over 40 new SKUs in the Handheld Screwdrivers segment in January 2023, including various types of screwdrivers[174]. - The company launched over 20 new SKUs in the Handheld Wrenches segment in January 2023, including adjustable and construction wrenches[174]. - A new line of pliers and clamps, comprising more than 40 SKUs, was launched in February 2023 for major US home improvement retailers[174]. - An expanded distribution agreement with Sodimac will introduce 15 SKUs in-store and 23 SKUs online across multiple South American countries[174]. Financial Performance - Cost of goods sold for the three months ended June 30, 2023, was $13,038,596, representing an increase of $99,357, or 0.77%, from $12,939,239 in 2022, with a cost of goods sold as a percentage of revenues decreasing to 69.06% from 72.34%[193]. - Operating expenses for the three months ended June 30, 2023, were $14,967,257, an increase of $470,315, or 3.24%, compared to $14,496,942 in 2022, with SG&A expenses as a percentage of revenues decreasing to 79.28% from 81.04%[194]. - Research and development costs for the three months ended June 30, 2023, increased by $159,052, or 5.77%, to $2,913,403, primarily due to the development of new tools for the construction industry[196]. - The net loss for the three months ended June 30, 2023, was $5,725,370, an improvement from a net loss of $12,136,051 for the same period in 2022[198]. - Cost of goods sold for the six months ended June 30, 2023, was $29,694,036, an increase of $2,537,179, or 9.34%, with a cost of goods sold as a percentage of revenues decreasing to 75.96% from 77.35%[200]. - SG&A expenses for the six months ended June 30, 2023, decreased by $384,397, or 1.26%, to $30,046,444 compared to $30,430,841 in 2022, with SG&A expenses as a percentage of revenues decreasing to 76.86% from 86.68%[201]. - The company recorded a net loss of $14,000,532 for the six months ended June 30, 2023, compared to a net loss of $24,239,990 for the same period in 2022[205]. Market Expansion - The company is actively expanding into markets in Mexico, Latin America, the Middle East, and South Africa[179]. Industry Competition - The tool equipment and accessories industry is highly competitive, with major competitors including DeWalt, Caterpillar, and Samsung Active[186]. Funding and Losses - The company has incurred substantial operating losses since inception and anticipates additional losses until technology in development is commercialized[171]. - The company plans to fund operations and growth through the sale of debt or equity securities, facing uncertainty in obtaining financing on acceptable terms[171]. - The company completed a public offering on June 23, 2023, raising net proceeds of approximately $3,800,000 after expenses[209].

As filed with the Securities and Exchange Commission on June 16, 2023. Registration No. 333-271181 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOUGHBUILT INDUSTRIES, INC. (Exact name of registrant as specified in its charter) | Nevada | 3420 | 46-0820877 | | --- | --- | --- | | (State or Other Jurisdiction of Incorporation or | (Primary Standard | (I.R.S. Employer Identification No.) | | Organizat ...

Financial Data and Key Metrics Changes - Gross profit for Q1 2023 was $3.6 million, an 18% improvement compared to Q1 2022 [4] - Revenues for Q1 2023 were $20.2 million, a 17% increase from $17.2 million in Q1 2022 [15] - Net loss for Q1 2023 was $8.3 million, improved from a net loss of $12.1 million in Q1 2022 [7] - Cost of goods sold increased to $16.7 million in Q1 2023 from $14.2 million in Q1 2022, a 17% increase [6] Business Line Data and Key Metrics Changes - Online sales through Amazon reached $3.8 million in Q1 2023, a 10% improvement from the same period in 2022 [14] - The company introduced over 100 new SKUs, including innovative lines of pliers, wrenches, and screwdrivers [21] Market Data and Key Metrics Changes - The company is servicing over 18,500 storefronts and online portals worldwide, with a catalog of over 550 SKUs [5] - The expansion of the South American distribution agreement with Sodimac included the launch of 15 SKUs in-store and 23 SKUs online [21] Company Strategy and Development Direction - The company plans to continue expanding its product portfolio prudently, raise prices, and cut costs globally [27] - Management anticipates improved capital resources as products gain wider market recognition [25] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to execute on growth, cost savings, and profitability plans [8] - The company expects continued year-over-year growth in retail and online revenue in 2023 due to strong global market demand [22] Other Important Information - Research and development costs increased to $3.5 million in Q1 2023 from $2.5 million in Q1 2022, primarily for new tool development [16] - Selling, general and administrative expenses decreased to $15.1 million in Q1 2023 from $15.9 million in Q1 2022, with SG&A as a percentage of revenues improving from 93% to 78% [24] Q&A Session Summary - The Q&A session was conducted but no specific questions or answers were documented in the provided content [28]