ToughBuilt Industries Inc 2023年度报告

FORM 10-K ☐ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ until ______ Commission File Number: 001-38739 TOUGHBUILT INDUSTRIES,INC.(Exact name of Registrant as specified in its charter) Nevada46-0820877(State or other jurisdiction of(I.R.S. Employer 8669 Research DriveIrvine, CA92618 (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code (949) 528-3100 Securities registered under Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐No☐ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the Registrant was required to submit post such files). Yes☐No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act(15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☐ The aggregate market value of the Registrant’s common stock, held by non-affiliates of the Registrant as of June 30,2023 (which is the last business day of Registrant’s most recently completed second fiscal quarter) based upon thereported closing price of $19.44 per share on the Over-The-Counter Market on that date, was approximately$7,749,742. Solely for purposes of this calculation, the officers and directors and holders of five percent (5%) of anyclass of voting securities of the Company are considered affiliates. As of December 20, 2024, the Registrant had 1,443,125 shares of common stock, par value $0.0001 per share,issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PAGEPART I1Item 1. Description of Business1Item 1A. Risk Factors9Item 1B. Unresolved Staff Comments24Item 2. Properties26Item 3. Legal Proceedings27Item 4. Mine Safety Disclosures27PART II28Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities28Item 6. [Reserved]29Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 7A. Quantitative and Qualitative Disclosures About Market Risk45Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure46Item 9A. Controls and Procedures46Item 9B. Other Information47Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections47PART III48Item 10. Directors, Executive Officers, and Corporate Governance48Item 11. Executive Compensation.54Item 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters71Item 13. Certain Relationships and Related Transactions, and Di