TBLT Toughbuilt Industries, Inc - 8-K

Item 3.03. Material Modification to Rights of Security Holders.

The disclosure set forth in Item 5.03 below is hereby incorporated
herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.

Series I Preferred Stock

On August 13, 2024, the board of directors (the
“Board”) of ToughBuilt Industries, Inc. a Nevada corporation (the “Company”), declared the formation of and approved
the issuance of an aggregate of 100 shares of Series I Preferred Stock, par value $0.0001 per share (“Series I”).

On August 26, 2024, the Company filed a certificate
of designation (the “Certificate of Designation”) with the Nevada Secretary of State therein establishing the Series I Preferred
Stock and describing the rights, obligations and privileges of the Series I Preferred Stock. Concurrently, the Company issued the 100
shares of Series I on the same date, in book-entry form. The following description of the Series I Preferred Stock does not purport to
be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 to this Current
Report and is incorporated herein by reference.

General . The Series I consists of 100 shares.
Each share of Series I has a par value of $0.0001 per share. The Series I is not convertible into, or exchangeable for, shares of any
other class or series of stock or other securities of the Company. The Series I has no stated maturity and is not subject to any sinking
fund.

Dividend Rights . The holders of Series
I, as such, will not be entitled to receive dividends of any kind.

Voting Rights . Each holder of Series I
has full voting rights and powers equal to the voting rights and powers of holders of common stock, and for so long as Series I is issued
and outstanding, the holders of Series I shall vote together as a single class with the holders of the Company’s common stock and
the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Series I being entitled
to 51% of the total votes on all such matters regardless of the actual number of shares of Series I then outstanding, and the holders
of common stock and any other shares entitled to vote being entitled to their proportional share of the remaining 49% of the total votes
based on their respective voting power.

Liquidation Preference . The holders of
Series I shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate̥ of Designation of the Series I Preferred Stock of ToughBuilt Industries, Inc.,  dated August 26, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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