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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material under §240.14a-12 ToughBuilt Industries, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: ToughBuilt Industries, Inc. 25371 Commercentre Drive, Suite 200 Lake Forest, CA 92630 February __, 2020 To the Shareholders of ToughBuilt Industries, Inc.: You are cordially invited to attend the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), to be held at 4:00 PM local time on March __, 2020, at the Company’s corporate offices at the address listed above to consider and vote upon the following proposals: 1. To elect six directors for a one-year term expiring in 2021. 2. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of shares of ToughBuilt Industries, Inc.’s common stock exceeding 19.99% of the number of shares outstanding on August 19, 2019 (or 5,107,088 shares) from the issuance of shares of common stock to be issued in conversion of those certain $11.5 million aggregate principal amount senior secured notes and exercise of 5,750,000 warrants issued by the Company to an accredited investor on August 19, 2019 and convert the 5,775 shares of Series D Preferred Stock, issued to the investor in exchange for $5.5 million principal amount of senior secured notes on December 23, 2019 (the “Nasdaq Marketplace Rule Proposal” or “Action”). 3. To grant the Board of Directors discretionary authority to effect a reverse split of the Company’s issued and outstanding stock in a ratio of 1:2-1:30 on or before December 31, 2022. 4. To increase the number of shares available for issuance under the 2018 Equity Incentive Plan from 20,000,000 to 35,000,000. 5. Advisory (non-binding) approval of our executive compensation as disclosed in this Proxy Statement. 6. To transact such other business as may be properly brought before the 2020 Annual Meeting and any adjournments thereof. THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE ABOVE SIX PROPOSALS. Pursuant to the provisions of the Company’s bylaws, the board of directors of the Company (the “Board”) has fixed the close of business on January 28, 2020 as the record date for determining the shareholders of the Company entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Accordingly, only shareholders of record at the close of business on January 28, 2020 are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof. Please review in detail the attached notice and proxy statement for a more complete statement of matters to be considered at the Annual Meeting. Your vote is very important to us regardless of the number of shares you own. Whether or not you are able to attend the Annual Meeting in person, please read the proxy statement and promptly vote your proxy via the internet, by telephone or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy in order to assure representation of your shares at the Annual Meeting. Granting a proxy will not limit your right to vote in person if you wish to attend the Annual Meeting and vote in person. By Order of the Board of Directors: /s/ Michael Panosian Michael Panosian, Chairman of the Board of Directors NOTICE OF ANNUAL MEETING OF SHAREHOLDERS The 2020 annual meeting of shareholders (the “Annual Meeting”) of ToughBuilt Industries, Inc. (the “Company”) will be held at the Company’s corporate offices at 25371 Commercentre Drive, Suite 200, Lake Forest, CA 92630, on March __, 2020, beginning at 4:00 PM local time. At the Annual Meeting, the holders of the Company’s outstanding common stock will act on the following matters: 1. To elect six directors for a one-year term expiring in 2021. 2. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of shares of ToughBuilt Industries, Inc.’s common stock exceeding 19.99% of the number of shares outstanding on August 19, 2019 (or 5,107,088 shares) from the issuance of shares of common stock to be issued in conversion of those certain $11.5 million aggregate principal amount senior secured notes and exercise of 5,750,000 warrants issued by the Company to an accredited investor on August 19, 2019 and convert the 5,775 shares of Series D Preferred Stock, issued to the investor in exchange for $5.5 million principal amount of senior secured notes on December 23, 2019 (the “Nasdaq Marketplace Rule Proposal” or “Action”). 3. To grant the Board of Directors discretionary authority to effect a reverse split of the Company’s issued and outstanding stock in a ratio of 1:2-1:30 on or before December 31, 2022. 4. To increase the number of shares available for issuance under the 2018 Equity Incentive Plan from 20,000,000 to 35,000,000. 5. Advisory (non-binding) approval of our executive compensation as disclosed in this Proxy Statement. 6. To transact such other business as may be properly brought before the 2020 Annual Meeting and any adjournments thereof. Shareholders of record at the close of business on January 28, 2020 are entitled to notice of and to vote at the 2020 Annual Meeting and any postponements or adjournments thereof. It is hoped you will be able to attend the 2020 Annual Meeting, but in any event, please vote according to the instructions on the enclosed proxy as promptly as possible. If you are able to be present at the 2019 Annual Meeting, you may revoke your proxy and vote in person. Dated: February __, 2020 By Order of the Board of Directors: /s/ Michael Panosian Michael Panosian, Chairman of the Board of Directors TABLE OF CONTENTS Page ABOUT THE ANNUAL MEETING 5 DIRECTORS AND OFFICERS 9 EXECUTIVE COMPENSATION 15 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 21 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 22 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 25 REPORT OF AUDIT COMMITTEE 25 PROPOSAL NO. 1 26 To elect five directors for a one-year term expiring in 2020. PROPOSAL NO. 2 26 To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of shares of ToughBuilt Industries, Inc.’s common stock exceeding 19.99% of the number of shares outstanding on August 19, 2019 (or 5,107,088 shares) from the issuance of shares of common stock to be issued in conversion of those certain $11.5 million aggregate principal amount senior secured notes and exercise of 5,750,000 warrants issued by the Company to an accredited investor on August 19, 2019 and convert the 5,775 shares of Series D Preferred Stock, issued to the investor in exchange for $5.5 million principal amount of senior secured notes on December 23, 2019 (the “Nasdaq Marketplace Rule Proposal” or “Action”). PROPOSAL NO. 3 29 To grant the Board of Directors discretionary authority to effect a reverse split of the Company’s issued and outstanding stock in a ratio of 1:2-1:30 on or before December 31, 2021. PROPOSAL NO. 4 37 To increase the number of shares available for issuance under the 2018 Equity Incentive Plan from 20,000,000 to 35,000,000. PROPOSAL NO. 5 37 Advisory Vote on Executive Compensation PROPOSAL NO. 6 38 To transact such other business as may be properly brought before the 2019 Annual Meeting and any adjournments thereof. SHAREHOLDER PROPOSALS FOR THE 2021 MEETING 39 ANNUAL REPORT 39 APPENDIX A – FORM OF CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION A-1 APPENDIX B - PROXY CARD B-1 4 TOUGHBUILT INDUSTRIES, INC. 25371 Commercentre Drive, Suite 200 Lake Forest, CA 92630 ANNUAL MEETING OF SHAREHOLDERS To Be Held on March __, 2020 PROXY STATEMENT The Board of Directors of ToughBuilt Industries, Inc. (the “Company”) is soliciting proxies from its shareholders to be used at the 2020 Annual Meeting of shareholders (the “Annual Meeting”) to be held at the Company’s offices at 25371 Commercentre Drive, Suite 200, Lake Forest, CA 92630, on March __, 2020, beginning at 4:00 PM local time.
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