As filed with the Securities and ExchangeCommission on May 13, 2022

Registration No. 333-_________ 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933

TOUGHBUILTINDUSTRIES, Inc.

(Exact name of registrant as specified in itscharter)

25371 Commercentre Drive, Suite 200

Lake Forest, CA 92630

Telephone: (949) 528-3100

(Address, including zip code, and telephonenumber, including area code,

of registrant’s principal executive offices)

Mr. Michael Panosian

Chief Executive Officer

ToughBuilt Industries, Inc.

25371 Commercentre Drive, Suite 200

Lake Forest, CA 92630

Telephone: (949) 528-3100

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are tobe offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement forthe same offering. ¨

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large acceleratedfiler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided to Section 7(a)(2)(B) of the Securities Act. ¨

The Registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendmentwhich specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) ofthe Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securitiesand Exchange Commission acting pursuant to said Section 8(a), may determine.

The information inthis prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed withthe Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not solicitingan offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

TOUGHBUILT INDUSTRIES, INC.

Up to ______________ Units, Each Unit Consisting of OneShare of Common Stock and One Warrant to Purchase One Share of Common Stock

Up to _________________ Pre-funded Units, Each Pre-funded UnitConsisting of One Pre-funded Warrant to Purchase One Share of Common Stock and One Warrant to Purchase One Share of Common Stock

Placement Agent Warrants to Purchase __________________Shares of Common Stock

We are offering up to ________  units, each unit consistingof one share of common stock and one warrant to purchase one share of common stock. The warrants included in the units have anexercise price of $ ___ per share and will be immediately exercisable and will expire  _________  years fromthe date of issuance. The offering price of the units is $ ___ per unit.

We are also offering tothose purchasers, if any, whose purchase of units in this offering would otherwise result in such purchaser, together with itsaffiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of ouroutstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase, if anysuch purchaser so chooses, pre-funded units in lieu of units that would otherwise result in such purchaser’s beneficial ownershipexceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. Each pre-funded unit consistsof one pre-funded warrant to purchase one share of common stock and one warrant to purchase one share of common stock. The purchaseprice of each pre-funded unit will be equal to the price per unit being sold to the public in this offering, minus $0.0001, andthe exercise price of each pre-funded warrant included in the pre-funded units will be $0.0001 per share. The pre-funded warrantsincluded in the pre-funded units will be immediately exercisable and may be exercised at any time until all of the pre-funded warrantsare exercised in full. The warrant included in the pre-funded unit is in the same form as the warrant included in the unit.

For each pre-funded unitwe sell, the number of units we are offering will be decreased on a one-for-one basis. The units and the pre-funded units willnot be issued or certificated. The shares of common stock or pre-funded warrants, as the case may be, and the warrants includedin the units or the pre-funded units can only be purchased together in this offering, but the securities contained in the unitsor pre-funded units will be immediately separable upon issuance and will be issued separately. The shares of common stock issuablefrom time to time upon exercise of the warrants and the pre-funded warrants are also being offered by this prospectus. The registrationstatement of which this prospectus forms a part also registers the common stock purchase warrants to be issued to the PlacementAgent and the shares of common stock issuable upon exercise thereof.

Our common stock is listedon the Nasdaq Capital Market under the symbol “TBLT.” The last reported sale price of our common stock on May 12, 2022was $9.65 per share. In this offering, the actual public offering price per unit or pre-funded unit, as the case may be,will be determined between us, the Placement Agent and the investors in the offering, and may be at a discount to the current marketprice of our common stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative ofthe final offering price. There is no established public trading market for the warrants or the pre-funded warrants, and we donot expect such a market to develop. In addition, we do not intend to apply for a listing of the warrants or the pre-funded warrantson any national securities exchange or other nationally recognized trading system.

We have engaged H.C. Wainwright& Co., LLC, or the Placement Agent, to act as our exclusive placement agent in connection with the securities offered by thisprospectus. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offeredby this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering, and the Placement Agentis not required to arrange the purchase or sale of any specific number of securities or dollar amount.

We have agreed to pay thePlacement Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offeredby this prospectus. See “Plan of Distribution” on page 45 of this prospectus for more information regardingthese arrangements. There is no minimum number of units or pre-funded units or minimum aggregateamount of proceeds for this offering to close. The offering of the securities will terminate on the first date that we enter intosecurities purchase agreements to sell the securities offered hereby. We may sell fewer than all of the units offered hereby,which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refundif we do not sell all of the units offered hereby. In addition, we have not specified a minimum number of securities or amountof proceeds and we have not established an escrow account in connection with this offering. Because there is no escrow accountand no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, butwe have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in thisprospectus.

We are a “smallerreporting company” and an “emerging growth company” as defined under the federal securities laws and, as such,we may continue to elect to comply with certain reduced public company reporting requirements in future reports.

Investing in our securitiesinvolves a high degree of risk. See “Risk Factors” beginning on page 15 of this prospectus.

Neither the Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the securitiesoffered hereby is expected to be made on or about , 2022, subject to satisfaction of certain customary closing conditions.

H.C. Wainwright& Co.

Prospectus dated     , 2022

Tableof Contents

You should rely only onthe information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the Placement Agent, haveauthorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus.If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the Placement Agenttake responsibility for and can provide no assurance as to the reliability of, any other information that others may give you.You should assume that the information contained in this prospectus, or any free writing prospectus is accurate only as of thedate of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business,financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securitiesin any jurisdiction in which such offer is unlawful.

No action is being takenin any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of thisprospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United Statesare required to inform themselves about and to observe any restrictions as to this public offering and the distribution of thisprospectus applicable to that jurisdiction.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS

This prospectus contains“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27Aof the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Becausethey discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,”“estimate,” “intend,” “could,” “should,” “would,” “may,”“seek,” “plan,” “might,” “will,” “expect,” “anticipate,”“predict,” “project,” “forecast,” “potential,” and “continue” or thenegatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on variousunderlying assumptions and current expectations about the future and are not guarantees of future performance. Such statementsinvolve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performanceor achievement to be materially different from the results of operations or plans expressed or implied by such forward-lookingstatements. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of theirdates.

We cannot predict allthe risks and uncertainties that may impact our business, financial condition or results of operations. Accordingly, the forward-lookingstatements in this prospectus should not be regarded as representations that the results or conditions described in such statementswill occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completenessof any of these forward-looking statements. These forward-looking statements are found at various places throughout this prospectusand include information concerning possible or projected future results of our operations, including statements about potentialacquisition or merger targets, strategies or plans; business strategies; prospects; future cash flows; financing plans; plans andobjectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plansand future financial results; and any other statements that are not historical facts.

These forward-lookingstatements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to a varietyof factors and risks, including, but not limited to, those set forth under “Risk Factors” starting on page 15of this prospectus and other risk factors disclosed under “Item 1A. Risk Factors” in the Company’s Annual Reporton Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on April 18, 2022 (the “2021 Form 10-K”).

You should read these riskfactors and the other cautionary statements made in the Company’s filings as being applicable to all related forward-lookingstatements wherever they appear in this prospectus. We cannot assure you that the forward-looking statements in this prospectuswill prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.You should read this prospectus completely. Other than as required by law, we undertake no obligation to update or revise theseforward-looking statements, even though our situation may change in the future.

We caution investors notto place undue reliance on any forward-looking statement that speaks only as of the date made and to recognize that forward-lookingstatements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from thoseanticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described in the2021 Form 10-K and this prospectus, as well as others that we may consider immaterial or do not anticipate at this time. Althoughwe believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectationswill prove correct. Our expectations reflected in our forward-looking statements can be affected by inaccurate assumptions thatwe might make or by known or unknown risks and uncertainties, including those described in the 2021 Form 10-K and this prospectus.These risks and uncertainties are not exclusive and further information concerning us and our business, including factors thatpotentially could materially affect our financial results or condition, may emerge from time to time.

For more information aboutthe risks and uncertainties the Company faces, see the section “Risk Factors” in this prospectus and “Item 1A.Risk Factors” in our 2021 Form 10-K. Forward-looking statements speak only as of the date they are made. The Company doesnot undertake and specifically declines any obligation to update any forward-looking statements or to publicly announce the resultsof any revisions to any statements to reflect new information or future events or developments. We advise investors to consultany further disclosures we may make on related subjects in our annual reports on Form 10-K and other reports that we file withor furnish to the SEC.

MARKET DATA

Market data and certainindustry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultantsurveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys,publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sourcesbelieved to be reliable, but the accuracy and completeness of such information is not guaranteed. To our knowledge, certain third-partyindustry data that includes projections for future periods does not take into account the effects of the worldwide coronaviruspandemic. Accordingly, those third-party projections may be overstated and should not be given undue weight. Forecasts are particularlylikely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regardinggeneral economic growth were used in preparing the forecasts we cite. Statements as to our market position are based on the mostcurrently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus,our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed underthe heading “Risk Factors” in this prospectus.

TRADEMARKS

Solely for convenience,our trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such referencesare not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to thesetrademarks and tradenames. All other trademarks, service marks, and trade names included or incorporated by reference into thisprospectus or the accompanying prospectus are the property of their respective owners.

ABOUTTHIS PROSPECTUS

Throughout this prospectus,unless otherwise designated or the context suggests otherwise,

RISK FACTORS

Thefollowing is only a summary of the risks pertaining to our Company. Investment in our securities involves risks. You should carefullyconsider the following risk factors in addition to other information contained in this prospectus as well as in our 2021 Form 10-Kand other materials filed with the SEC and incorporated by reference herein. The occurrence of any of the following risks mightcause you to lose all or part of your investment. Some statements in this prospectus, including statements in the following riskfactors, constitute “forward-looking statements.”See “Incorporation of Certain Information by Reference” in this prospectus.

Risks Related to Our Company

Our financial statements have beenprepared on a going-concern basis and our continued operations are in doubt.

The Company has incurredsubstantial operating losses since its inception. As reflected in the consolidated financial statements, the Company had an accumulateddeficit of approximately $98.3 million at December 31, 2021, a net loss of approximately $37.5 million for the year ended December31, 2021, and approximately $66.2 million of net cash used in operating activities for the year ended December 31, 2021. The accompanyingconsolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets andsatisfaction of liabilities in the normal course of business. The Company anticipates incurring additional losses until such time,if ever, that it can obtain marketing approval to sell, and then generate significant sales, of its technology that is currentlyin development. As such it is likely that additional financing will be needed by the Company to fund its operations and to developand commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a goingconcern. Although the Company believes that the net proceeds from this offering will satisfy its capital needs for the next twelvemonths, the Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangementsto fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms,if at all. The sale of additional equity may dilute investors and newly issued shares may contain senior rights and preferencescompared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit the Company’sability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain such additional financing,future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company’s ability to raisecapital, management believes that there is substantial doubt in the Company’s ability to continue as a going concern forthe next twelve months.

We will require additional capitalin order to achieve commercial success and, if necessary, to finance future losses from operations as we endeavor to build revenue,but we do not have any commitments to obtain such capital and we cannot assure you that we will be able to obtain adequate capitalas and when required.

We may not be ableto generate any profit in the foreseeable future. For the year ended December 31, 2021,we have a net loss of approximately $37.5 million compared to a net loss of approximately $17.3 million for the year endedDecember 31, 2020. Accordingly, there is no assurance that we will realize profits in fiscal 2022 or thereafter. If wefail to generate profits from our operations, we will not be able to sustain our business. We may never report profitableoperations or generate sufficient revenue to maintain our Company as a going concern. We continue to control our cashexpenses as a percentage of expected revenue on an annual basis and thus may use our cash balances in the short term toinvest in revenue growth; however, we cannot give assurance that we can increase our cash balances or limit our cashconsumption and thus maintain sufficient cash balances for our planned operations. Future business demands may lead to cashutilization at levels greater than recently experienced. We may need to raise additional capital in the future. However, wecannot assure that we will be able to raise additional capital on acceptable terms, or at all. Our inability to generateprofits could have an adverse effect on our financial condition, results of operations, and cash flows. See“Management’s Discussion and Analysis of Financial Condition and Results of Operations; Liquidity and CapitalResources.”

Risks Related to Ownership of Securities

An investment in our securitiesis speculative and there can be no assurance of any return on any such investment.

An investment in our securitiesis speculative and there can be no assurance that investors will obtain any return on their investment. Investors may be subjectto substantial risks involved in an investment us, including the risk of losing their entire investment.

Our shares will be subject to potentialdelisting if we do not maintain the listing requirements of the Nasdaq Capital Market, including the $1.00 minimum closing bidrequirement.

Our failure to maintainour listing and our common stock being de-listed from Nasdaq would make it more difficult for stockholders to dispose of theircommon stock and more difficult to obtain accurate price quotations on our common stock.

For example, on May 19,2021, the Company received a written notice from the Listing Qualifications department of Nasdaq indicating that the Company wasnot in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share of the Company’scommon stock (the “Minimum Bid Price Requirement”). The initial notice provided the Company 180 calendar days to regaincompliance with the Minimum Bid Price Requirement. On November 16, 2021, the Company received a written letter from the ListingQualifications department of Nasdaq notifying the Company that Nasdaq has granted the Company an additional 180 calendar days,or until May 16, 2022, to regain compliance with the requirement for the Company’s shares of common stock to maintain theMinimum Bid Price Requirement. On April 25, 2022, we effected a reverse stock split of our common stock on a one-for-150 basisas part of our plan to compliance with Nasdaq’s Minimum Bid Price Requirement. On May 9, 2022, we were notified byNasdaq that we had regained compliance with Nasdaq’ Minimum Price Requirement.

Failure to maintain ourNasdaq listing could negatively impact us and our stockholders by reducing the willingness of investors to hold our common stockbecause of the resulting decreased price, liquidity and trading of our common stock, limited availability of price quotations,and reduced news and analyst coverage. These developments may also require brokers trading in our common stock to adhere to morestringent rules and may limit our ability to raise capital by issuing additional shares in the future. Delisting may adverselyimpact the perception of our financial condition and cause reputational harm with investors and parties conducting business withus. Additionally, if we are subject to delisting from Nasdaq, there can be no assurance that we would be able to list our commonstock on another exchange in a timely fashion, if at all.

This is a best efforts offering,no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for ourbusiness plans.

 The Placement Agenthas agreed to use its reasonable best efforts to solicit offers to purchase the units and pre-funded units in this offering. ThePlacement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific numberor dollar amount of the securities. There is no required minimum number of securities or amount of proceeds that must be sold asa condition to completion of this offering. Because there is no minimum number of securities or amount of proceeds required asa condition to the closing of this offering, the actual offering amount, Placement Agent fees and proceeds to us are not presentlydeterminable and may be substantially less than the maximum amounts set forth above. We may sell fewer than all of the securitiesoffered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receivea refund in the event that we do not sell all of the units offered in this offering. Thus, we may not raise the amount of capitalwe believe is required for our operations in the short-term and may need to raise additional funds, which may not be availableor available on terms acceptable to us.

Investors in this offering willexperience immediate and substantial dilution in net tangible book value.

The public offering priceper unit is substantially higher than the net tangible book value per share of our outstanding shares of common stock. As a result,investors in this offering will incur immediate dilution of $__________ per share, based on the public offering price of $__________per share. Investors in this offering will pay a price per unit that substantially exceeds the book value of our assets after subtractingour liabilities. To the extent that the warrants sold in this offering are exercised, you will experience further dilution. See“Dilution” for a more complete description of how the value of your investment will be diluted upon the completionof this offering.

Immediately prior to theconsummation of this offering, there was an outstanding warrant held by an investor exercisable 65,942 shares of common stock (“WarrantShares”) (subject to a beneficial ownership limitations) for $7.50 per share until April 19, 2024. The warrant also providesfor cashless exercise at investor’s option based on the average VWAP of the common stock the twenty (20) trading days immediatelyprior to the time of exercise. Also, the investor may, in its sole discretion, elect instead to receive upon such exercise a numberof shares of common stock equal to the “Alternate Net Number,” defined in the warrant as being equal to 200%of the difference of (i) the quotient of (A) the product of (I) such aggregate number of Warrant Shares to be exercised hereunderpursuant to such exercise notice and (II) $150.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizationsor other similar events), divided by (B) the Market Price, less (ii) such aggregate number of Warrant Shares to be exercised hereunderpursuant to such Exercise Notice. The term “Market Price” is defined in the warrant as the higher of (i) $0.264and (ii) the lower of (1) the closing bid price of the common stock on the trading day immediately prior to such date and (2) theVWAP of the Common Stock on the trading day immediately prior to such date. As a result of the Alternate Net Number, the investoris able to purchase substantially more shares of common stock than the investor would otherwise be able to acquire through a cashor cashless exercise. To the extent that the warrant is exercised its Alternate Net Number mechanism, the purchasers of the sharessold in this offering will experience further dilution. Our stock price has been, and may continue to be, volatile.

The market price ofour common stock has been, and is expected to be, subject to significant volatility. The value of our common stock may declineregardless of our operating performance or prospects. Factors affecting our market price include, but are not limited to:

Recent events havecaused stock prices for many companies, including ours, to fluctuate in ways unrelated or disproportionate to their operating performance.The general economic, political and stock market conditions that may affect the market price of our common stock are beyond ourcontrol. The market price of our common stock at any particular time may not remain the market price in the future.

Furthermore, stock marketshave experienced price and volume fluctuations that have affected, and continue to affect, the market prices of equity securitiesof many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.These broad market fluctuations, as well as general economic, political and market conditions, such as recessions, interest ratechanges and international currency fluctuations, may negatively affect the market price of our common stock.

Additionally, the globaleconomy and financial markets may be adversely affected by geopolitical events, including the current or anticipated impact ofmilitary conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recentinvasion of Ukraine.

In the past, many companiesthat have experienced volatility and sustained declines in the market price of their stock have become subject to securities classaction and derivative action litigation. Securities litigation against us could result in substantial costs and divert our management’sattention from other business concerns, which could materially harm our business. Any insurance we maintain may not provide adequatecoverage against potential losses from such securities litigation, and if claims or losses exceed our liability insurance coverage,our business would be adversely impacted. In addition, insurance coverage may become more expensive, which would harm our financialcondition and results of operations.

The warrants are speculative innature.

The warrants offered inthis offering do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receivedividends, except as set forth in the warrants, but rather merely represent the right to acquire shares of our common stock ata fixed price for a limited period of time. Warrants not exercised prior to their expiration date will expire and have no furthervalue after the expiration date.

The warrants may not have any value.

There can be no assurancethat the market price of our shares of common stock will ever equal or exceed the exercise price of the warrants. In the eventthat the stock price of our shares of common stock does not exceed the exercise price of the warrants during the period when thewarrants are exercisable, such warrants may not have any value.

There is no public market for thewarrants to purchase shares of our common stock being offered by us in this offering.

There is no establishedpublic trading market for the warrants being offered in this offering, and we do not expect a market to develop. In addition, wedo not intend to apply to list the warrants on any national securities exchange or other nationally recognized trading system,including the Nasdaq Capital Market. Without an active market, the liquidity of the warrants will be limited.

We have broad discretion in theuse of the net proceeds from this offering and may not use them effectively.

Our management will havebroad discretion in the application of the net proceeds from this offering, including for any of the purposes described in thesection entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assesswhether the net proceeds will be used appropriately. Because of the number and variability of factors that will determine our useof the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our managementmight not apply our net proceeds in ways that ultimately increase the value of your investment. We currently intend to use thenet proceeds from this offering to create and expand business operations and launch new product lines, provide competitive compensationto attract and retain talented employees, expand sales and marketing of present and future products, continued research and developmentand general working capital.

Our expected use of netproceeds from this offering represents our current intentions based upon our present plans and business condition. As of the dateof this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completionof this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actualuse of the net proceeds will vary depending on numerous factors, including the commercial success of our systems and the costsof our research and development activities, as well as the amount of cash used in our operations. As a result, our management willhave broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the applicationof the net proceeds of this offering.

The failure by our managementto apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offeringin short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders.If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieveexpected financial results, which could cause our stock price to decline.

The requirements of being a publiccompany may strain our resources, divert management’s attention and affect our results of operations.

As a public company inthe United States, we face increased legal, accounting, administrative, and other costs and expenses. We are subject to the reportingrequirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Exchange Act requires,among other things, that we file annual, quarterly, and current reports with respect to our business and financial condition. TheSarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controlover financial reporting. For example, Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires that our managementreport on the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance maydivert internal resources and will take a significant amount of time and effort to complete. If we fail to maintain complianceunder Section 404, or if in the future management determines that our internal control over financial reporting is not effectiveas defined under Section 404, we could be subject to sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities.Furthermore, investor perceptions of our Company may suffer, and this could cause a decline in the market price of our common stock.Any failure of our internal control over financial reporting could have a material adverse effect on our stated results of operationsand harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations,financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors.We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoingobligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements,which will increase costs. We expect these rules and regulations to increase our legal and financial compliance costs and to makesome activities more time consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.A number of those requirements will require us to carry out activities we have not done previously. Our management team and otherpersonnel will need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that areassociated with being a public company, which may divert attention from other business concerns, which could have a material adverseeffect on our business, financial condition and results of operations.

Additionally, the expensesincurred by public companies generally for reporting and corporate governance purposes have been increasing. These increased costswill require us to divert a significant amount of money that we could otherwise use to develop our business. If we are unable tosatisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and otherregulatory action, and potentially civil litigation.

New laws, regulations, and standardsrelating to corporate governance and public disclosure may create uncertainty for public companies, increasing legal and financialcompliance costs and making some activities more time consuming.

These laws, regulations,and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, may evolveover time as new guidance is provided by the courts and other bodies. This could result in continuing uncertainty regarding compliancematters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to comply withnew laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities relatedto their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adverselyaffected.

As a public company subjectto these rules and regulations, we may find it more expensive for us to obtain director and officer liability insurance, and wemay be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also makeit more difficult in the future for us to attract and retain qualified members of our Board and qualified executive officers.

We are an “emerging growthcompany” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosurerequirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractiveto investors.

We are an “emerginggrowth company” and a “smaller reporting company” as defined in the JOBS Act, and we have elected to take advantageof certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerginggrowth companies” and “smaller reporting companies” including, but not limited to:

We will remain an “emerginggrowth company” until the last day of the fiscal year following the fifth anniversary of the date of the first sale of ourcommon stock pursuant to an effective registration statement under the Securities Act, although we will lose that status soonerif our revenues exceed $1.07 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if themarket value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently completedsecond fiscal quarter.

We may continue to bea smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaleddisclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so longas (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last businessday of the most recently completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million duringthe most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than$700 million as of the last business day of the most recently completed second fiscal quarter.

We cannot predict if investorswill find our common stock less attractive because we rely on these exemptions. If some investors find our common stock less attractiveas a result, there may be a less active trading market for our common stock and our stock price may be more volatile. In addition,taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companiesdifficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be ableto raise additional capital as and when we need it, which may materially and adversely affect our financial condition and resultsof operations. 

If research analysts do not publishresearch about our business or if they issue unfavorable commentary or downgrade our common stock, our stock price and tradingvolume could decline.

The trading market forour securities may depend in part on the research and reports that research analysts publish about us and our business. If we donot maintain adequate research coverage, or if any of the analysts who cover us downgrade our stock or publish inaccurate or unfavorableresearch about our business, the price of our common stock could decline. If one or more of our research analysts ceases to coverour business or fails to publish reports on us regularly, demand for our securities could decrease, which could cause the priceof our common stock or trading volume to decline.

We do not currently intend to paydividends on our common stock in the foreseeable future, and consequently, your ability to achieve a return on your investmentwill depend on appreciation in the price of our common stock.

We have never declaredor paid cash dividends on our common stock and do not anticipate paying any cash dividends to holders of our common stock in theforeseeable future. Consequently, investors must rely on sales of their common stock after price appreciation, which may neveroccur, as the only way to realize any future gains on their investments. There is no guarantee that shares of our common stockwill appreciate in value or even maintain the price at which our stockholders have purchased their shares.

Anti-takeover provisions in ourcharter documents and Nevada law could discourage delay or prevent a change of control of our Company and may affect the tradingprice of our common stock.

We are a Nevada corporationand the anti-takeover provisions of the Nevada Control Shares Acquisition Act may discourage, delay, or prevent a change of controlby limiting the voting rights of control shares acquired in a control share acquisition. In addition, our Articles of Incorporationand Amended and Restated Bylaws (“Bylaws”) may discourage, delay or prevent a change in our management or control overus that stockholders may consider favorable. Among other things, our Articles of Incorporation and Bylaws:

These provisions couldhave the effect of delaying or preventing a change of control, whether or not it is desired by, or beneficial to, our stockholders.

We have agreed to indemnify ourofficers and directors against lawsuits to the fullest extent of the law.

Nevada law permits theindemnification of officers and directors against expenses incurred in successfully defending against a claim. Nevada law alsoauthorizes Nevada corporations to indemnify their officers and directors against expenses and liabilities incurred because of theirbeing or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extentpermitted by Nevada law.

Prior to, and in no eventnot later than, the closing of the offering, we will obtain director and officer liability insurance to cover liabilities our directorsand officers may incur in connection with their services to us. There is no guarantee that such insurance coverage will protectus from any damages or loss claims filed against it.

Insofar as indemnificationfor liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Companypursuant to provisions of the State of Nevada, the Company has been informed that, in the opinion of the Securities and ExchangeCommission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

We may need, but be unable, toobtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictionson our business.

We have relied upon cashfrom financing activities and in the future, we hope to rely on revenues generated from operations to fund the cash requirementsof our activities. However, there can be no assurance that we will be able to generate any significant cash from our operatingactivities in the future. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptableto us, if at all. Any debt financing or other financing of securities senior to the common stock will likely include financialand other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverseeffect on our business, prospects, financial condition, and results of operations because we could lose our existing sources offunding and impair our ability to secure new sources of funding.

There is no public market for thewarrants to purchase shares of our common stock being offered by us in this offering.

There is no establishedpublic trading market for the warrants being offered in this offering, and we do not expect a market to develop. In addition, wedo not intend to apply to list the warrants on any national securities exchange or other nationally recognized trading system,including the Nasdaq Capital Market. Without an active market, the liquidity of the warrants will be limited.

IN ADDITION TO THE ABOVE RISKS, BUSINESSESARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULDKEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’SSECURITIES.

USE OF PROCEEDS

Weestimate the net proceeds from this offering will be approximately $__________ million, afterdeducting Placement Agent fees and estimated offering expenses payable by us as described in “Plan of Distribution”and excluding the proceeds, if any, from the exercise of the warrants sold in this offering. However, this is a best efforts offeringwith no minimum number of securities or amount of proceeds as a condition to closing, and we may not sell all or any of these unitsor pre-funded units offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds.

We intend to use thenet proceeds from this offering for general corporate purposes, including working capital.

The use of the proceedsrepresents management’s estimates based upon current business and economic conditions. We reserve the right to use the netproceeds we receive in the offering in any manner we consider to be appropriate. Although we do not contemplate changes in theproposed use of proceeds, to the extent we find that adjustment is required for other uses by reason of existing business conditions,the use of proceeds may be adjusted. The actual use of the proceeds of this offering could differ materially from those outlinedabove as a result of several factors including those set forth under “Risk Factors” and elsewhere in this prospectus.

The foregoing informationis an estimate based on our current business plan. Pending our use of the net proceeds from this offering, we intend to investthe net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments,and U.S. government securities. We anticipate that the proceeds from this offering will enable us to further grow the businessand increase cash flows from operations, although there can be no assurance that will achieve such growth. 

DIVIDEND POLICY

We have not declared anycash dividends since inception, and we do not anticipate paying any dividends in the foreseeable future. Instead, we anticipatethat all of our earnings will be used to provide working capital, to support our operations, and to finance the growth and developmentof our business. The payment of dividends is within the discretion of the Board and will depend on our earnings, capital requirements,financial condition, prospects, applicable Nevada law, which provides that dividends are only payable out of surplus or currentnet profits, and other factors our Board might deem relevant. There are no restrictions that currently limit our ability to paydividends on our common stock other than those generally imposed by applicable state law.

CAPITALIZATION

The following table setsforth our consolidated cash and capitalization, as of December 31, 2021. Such information is set forth on the following basis:

You should read the followingtable in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and our financial statements and related notes included in this prospectus.

The pro forma as adjustedinformation set forth below is illustrative only and will be adjusted based on the offering price and other terms of this offeringdetermined at pricing.

Unless otherwise statedin this prospectus, the total number of shares of common stock outstanding as of the date of this prospectus and after this offeringis based on __________ shares outstanding as of __________ , 2022, assumes the sale of units based on an assumed public offeringprice of $__________, the last reported sales price of our shares of common stock on the Nasdaq Capital Market on __________, 2022.

The total number ofshares of common stock outstanding as of the date of this prospectus and after this offering is based on 861,998 shares outstandingas of December 31, 2021, and excludes the following other securities as of December 31, 2021:

Except as otherwise noted,all information in this prospectus reflects and assumes (i) no sale of pre-funded units in this offering, which, if sold,would reduce the number of units that we are offering on a one-for-one basis, (ii) no exercise of outstanding options issuedunder our equity incentive plans, and (iii) no exercise of any warrants or pre-funded warrants issued in this offering (includingthe Placement Agent Warrants).

DILUTION

If you invest in our commonstock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the publicoffering price per unit and the as adjusted, net tangible book value per share of common stock immediately after this offering.

Our net tangiblebook value is the amount of our total tangible assets less our total liabilities. Our net tangible book value as of December31, 2021 was $ 57.9 million, or approximately $67.17 per share. Our pro forma net tangible book value as ofDecember 31, 2021 was $62.1 million, or $72.04 per share of our common stock. Pro forma net tangible book valuerepresents the amount of our total tangible assets less our total liabilities as of December 31, 2021, after giving effect toour receipt of net proceeds of $4.2 million from the issuance of 2,500 shares of Series F Convertible Preferred Stockand 2,500 shares of Series G Preferred Stock in a registered direct offering on February 15, 2022. Pro forma nettangible book value per share represents pro forma net tangible book value divided by the total number of sharesoutstanding as of December 31, 2021, after giving effect to the pro forma adjustment described above.

After giving further effectto the assumed sale of __________ shares of our common stock and warrants to purchase __________ shares of our common stock for__________ per share at the public offering price of $ __________ per share and related warrant, the closing sale price per shareof our common stock on the Nasdaq Capital Market on ______, 2022, assuming no sale of pre-funded warrants in this offering andno exercise of the warrants being offered in this offering and after deducting the Placement Agent fees and expenses and estimatedoffering expenses payable by us, our as adjusted pro forma net tangible book value per share as of December 31, 2021, would havebeen approximately $__________ million, or approximately $__________ per share. This represents an immediate increase in net tangiblebook value per share of $__________ to existing stockholders and an immediate dilution of approximately $__________ per share tonew investors purchasing shares of our common stock in this offering.

Dilution per share tonew investors is determined by subtracting the pro forma, as adjusted, net tangible book value per share after this offering fromthe public offering price per share and related warrant paid by new investors.

The following table illustratesthis per share dilution⁽¹⁾:

The foregoing discussionand table do not take into account further dilution to new investors that could occur upon the exercise of outstanding __________warrants issued to an institutional investor on November 20, 2020, as amended, pursuant to a cashless exercise or Alternate NetNumber mechanism in the warrant. See “Risk Factors – Investors in this offering will experience immediate and substantialdilution in net tangible book value.”

We may choose to raiseadditional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our currentor future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities,the issuance of these securities could result in further dilution to our stockholders.

Each $__________ increase(decrease) in the assumed public offering price of $ __________ per unit, would increase (decrease) dilution per share to new investorsin this offering by $__________ , assuming that the aggregate number of units offered by us, as set forth on the cover of thisprospectus, remains the same and after deducting the Placement Agent fees and estimated offering expenses payable by us.

To the extent that anyshares of preferred stock converts into shares of common stock or outstanding options or warrants are exercised, you will experiencefurther dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations evenif we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raisedthrough the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to ourstockholders.

DESCRIPTION OF SECURITIES

The following descriptionsummarizes certain terms of our capital stock, certain provisions of our Articles of Incorporation and bylaws and certain termsof the warrants and pre-funded warrants included in this offering. This summary does not purport to be complete and is qualifiedin its entirety by the provisions of our certificate of incorporation and bylaws and the provisions of the warrants and the pre-fundedwarrants, copies of which are filed with the SEC as exhibits to the Registration Statement on Form S-1 of which this prospectusforms a part, and to the applicable provisions of Nevada law.

We are offering (i) __________units, each unit consisting of one share of common stock and one warrant to purchase one share of common stock, and (ii) __________pre-funded units, each pre-funded unit consisting of one share of common stock and one pre-funded warrant to purchaseone share of common stock.

Each share of common stockand accompanying warrant included in each unit will be immediately separable upon issuance and will be issued separately, and eachpre-funded warrant to purchase one share of common stock and the accompanying warrant included in each pre-funded unit will beimmediately separable upon issuance and will be issued separately. The units and pre-funded units will not be issued or certificated.We are also registering the shares of common stock included in the units and the shares of common stock issuable from time to timeupon exercise of the pre-funded warrants included in pre-funded units and warrants included in the units and the pre-funded unitsoffered hereby.

Authorized and Outstanding Capital Stock

Our authorized capitalstock presently consists of 200,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of “blankcheck” preferred stock, par value $0.0001 per share. As of __________ , 2022, we had __________ shares of common stock issuedand outstanding, and nine shares of Series E Non-Convertible Preferred Stock, 2,500 shares of Series F Convertible Preferred Stockand 2,500 shares of Series G Convertible Preferred stock issued and outstanding.

Common Stock

Voting

Holders of shares of thecommon stock are entitled to one vote for each share held of record on matters properly submitted to a vote of our stockholders.Stockholders are not entitled to vote cumulatively for the election of directors.

Dividends

Subject to the dividendrights of the holders of any outstanding series of preferred stock, holders of shares of common stock will be entitled to receiveratably such dividends, if any, when, as, and if declared by our Board out of the Company’s assets or funds legally availablefor such dividends or distributions.

Liquidation and Distribution

In the event of any liquidation,dissolution, or winding up of the Company’s affairs, holders of the common stock would be entitled to share ratably in theCompany’s assets that are legally available for distribution to its stockholders. If the Company has any preferred stockoutstanding at such time, holders of the preferred stock may be entitled to distribution preferences, liquidation preferences,or both. In such case, the Company must pay the applicable distributions to the holders of its preferred stock before it may paydistributions to the holders of common stock.

Conversion, Redemption, and PreemptiveRights

Holders of the commonstock have no preemptive, subscription, redemption or conversion rights.

Sinking Fund Provisions

There are no sinking fundprovisions applicable to the common stock.

PreferredStock

Pursuantto our articles of incorporation, our board of directors has the authority, without further action by the stockholders, to issuefrom time to time up to 5,000,000 shares of preferred stock in one or more series. Our board of directors may designate the rights,preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, redemptionrights, liquidation preference, sinking fund terms and the number of shares constitutingany series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends onthe common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock or delaying,deterring or preventing a change in control. Such issuance could have the effect of decreasing the market price of the common stock.We currently have no plans to issue any shares of preferred stock.

Series E Non-Convertible PreferredStock

The holders of SeriesE Non-Convertible Preferred Stock (“Series E Preferred Stock”) are entitled to vote on all matters subject to a voteor written consent of the holders of the Company’s common stock and all capital stock of the Company having voting rights,a number of votes of each one share equal to 1% of the total number of votes that the issued and outstanding shares of common stockand all other voting securities of the Company as of any such date of determination, voting together as a single class, on a fullydiluted basis, subject to applicable law and a certain blocker clause contained in the Series E Certificate of Designation, asdiscussed below.

Pursuant to the blockerclause in the Series E Certificate of Designation, the voting power of every holder of the Series E Preferred Stock together withsuch holder’s affiliates and Attribution Parties, together with any and all securities of the Company owned by such parties,is limited to 4.99% of the voting power of the Company’s outstanding capital stock. The term “Attribution Parties”is defined in the Series E Certificate of Designation to consist of the following persons and entities: (i) any investment vehicle,including, any funds, feeder funds, or managed accounts, currently, or from time to time after the date the shares of Series EPreferred Stock are issued to the holder, directly or indirectly managed or advised by the holder’s investment manager orany of its affiliates or principals, (ii) any direct or indirect affiliates of the holder or any of the foregoing, (iii) any personacting or who could be deemed to be acting as a group together with the holder or any of the foregoing; and (iv) any other personswhose beneficial ownership of the Company’s voting securities would or could be aggregated with the holder’s and theother Attribution Parties for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

Series F Convertible PreferredStock

Dividends

The holders of SeriesF Convertible Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividendsactually paid on shares of common stock, when and if actually paid.

Voting

The Series F ConvertiblePreferred Stock has no voting rights, except:

Liquidation

Upon any liquidation,dissolution or winding-up of the Company, whether voluntary or involuntary, or a Liquidation, the then holders of the Series FConvertible Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company the sameamount that a holder of common stock would receive if the Series F Convertible Preferred Stock were fully converted (disregardingfor such purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holdersof common stock.

Conversion

The Series F ConvertiblePreferred Stock is convertible into common stock at any time after the date of issuance. The conversion rate, subject to adjustmentas set forth in the Certificate of Designation governing the Series F Convertible Preferred Stock, is determined by dividing thestated value of the Series F Convertible Preferred Stock by $30 (the “Conversion Price”). The Conversion Price canbe adjusted as set forth in the Certificate of Designation governing the Series F Convertible Preferred Stock for stock dividendsand stock splits or the occurrence of a fundamental transaction (as defined below). Upon conversion the shares of Series F ConvertiblePreferred Stock shall resume the status of authorized but unissued shares of preferred stock of the Company.

Optional Conversion

The Series F ConvertiblePreferred Stock can be converted at the option of the holder at any time and from time to time after the date of issuance.

Beneficial Ownership Limitation

The Series F ConvertiblePreferred Stock cannot be converted to common stock if the holder and its affiliates would beneficially own more than 4.99% or9.99% at the election of the holder of the outstanding common stock. However, any holder may increase or decrease such percentageto any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effectiveuntil 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing suchnotice.

Preemptive Rights

No holders of Series FConvertible Preferred Stock will, as holders of Series F Convertible Preferred Stock, have any preemptive rights to purchase orsubscribe for our common stock or any of our other securities.

Redemption

The Series F Preferred Stock are not redeemableby the Company.

Series G Convertible PreferredStock

Dividends

The holders of SeriesG Convertible Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividendsactually paid on shares of common stock, when and if actually paid.

Voting

The Series G ConvertiblePreferred Stock has no voting rights, except:

Liquidation

Upon any liquidation,dissolution or winding-up of the Company, whether voluntary or involuntary, or a Liquidation, the then holders of the Series GConvertible Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company the sameamount that a holder of common stock would receive if the Series G Convertible Preferred Stock were fully converted (disregardingfor such purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holdersof common stock.

Conversion

The Series G ConvertiblePreferred Stock is convertible into common stock after the date of issuance. The conversion rate, subject to adjustment as setforth in the Certificate of Designation governing the Series G Convertible Preferred Stock, is determined by dividing the statedvalue of the Series G Convertible Preferred Stock by $30 (the “Conversion Price”). The Conversion Price can be adjustedas set forth in the Certificate of Designation governing the Series G Convertible Preferred Stock for stock dividends and stocksplits or the occurrence of a fundamental transaction (as defined below). Upon conversion the shares of Series G Convertible PreferredStock shall resume the status of authorized but unissued shares of preferred stock of the Company.

Beneficial Ownership Limitation

The Series G ConvertiblePreferred Stock cannot be converted to common stock if the holder and its affiliates would beneficially own more than 4.99% or9.99% at the election of the holder of the outstanding common stock. However, any holder may increase or decrease such percentageto any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effectiveuntil 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing suchnotice.

Preemptive Rights

No holders of Series GConvertible Preferred Stock will, as holders of Series G Convertible Preferred Stock, have any preemptive rights to purchase orsubscribe for our common stock or any of our other securities.

Redemption

The Series G PreferredStock are not redeemable by the Company.

Warrants

Series A Warrants

In our November 2018 initialpublic offering and concurrent private placement, we issued units which included a total of 4,875 of Series A Warrants.

Exercisability

The warrants are exercisableat any time after their original issuance and at any time up to the date that is five years after their original issuance for theSeries A Warrants The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a dulyexecuted exercise notice and, at any time a registration statement registering the issuance of the shares of common stock underlyingthe warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registrationunder the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for thenumber of shares of common stock purchased upon such exercise. If a registration statement registering the issuance of the sharesof common stock underlying the warrants under the Securities Act is not effective or available and an exemption from registrationunder the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercisethe warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares ofcommon stock determined according to the formula set forth in the warrant. No fractional shares of common stock will be issuedin connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to thefractional amount multiplied by the exercise price

Exercise Limitation

A holder will not havethe right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially own in excessof 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentageownership is determined in accordance with the terms of the warrants.

Exercise Price

The weighted averageexercise price per whole share of common stock purchasable upon exercise of the warrants is $7,758 per share for the Series AWarrants. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions,stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon anydistributions of assets, including cash, stock or other property to our stockholders.

Transferability

Subject to applicablelaws, the warrants may be offered for sale, sold, transferred or assigned without our consent.

Fundamental Transactions

In the event of a fundamentaltransaction, as described in the warrants and generally including any reorganization, recapitalization or reclassification of ourcommon stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidationor merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or groupbecoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the warrantsare entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holderswould have received had they exercised the warrants immediately prior to such fundamental transaction.

Rights as a Stockholder

Except as otherwise providedin the warrants or by virtue of such holder’s ownership of shares of our common stock, the holder of a warrant does not havethe rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the warrant.

Governing Law

The Series A Warrantsand the warrant agency agreement are governed by New York law.

Warrants Offered in this Offering

The following descriptionof the warrants we are offering is a summary and is qualified in its entirety by reference to the provisions of the warrant, theform of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Duration and ExercisePrice. Each warrant offered hereby will have an initial exercise price per share equal to $__________ The warrantswill be immediately exercisable and will expire on the __________ anniversary of the original issuance date. The exercise priceand number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends,stock splits, reorganizations or similar events affecting our shares of common stock and the exercise price. The warrants willbe issued in certificated form.

Exercisability. Thewarrants will be exercisable, at the option of the holder, in whole or in part, by delivering to us a duly executed exercise noticeaccompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a cashlessexercise, as discussed below). A holder (together with its affiliates) may not exercise any portion of the warrant to the extentthat the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding shares of common stockimmediately after exercise. However, upon notice from the holder to us, the holder may decrease or increase the holder’sbeneficial ownership limitation, which may not exceed 9.99% of the number of outstanding shares of common stock immediately aftergiving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, providedthat any increase in the beneficial ownership limitation will not take effect until 61 days following notice to us. Purchasersin this offering may also elect, prior to the issuance of the warrants, to have the initial exercise limitation set at 9.99% ofour outstanding shares of common stock. No fractional shares will be issued in connection with the exercise of a warrant. In lieuof fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exerciseprice or round down to the next whole share.

Cashless Exercise. If,at the time a holder exercises its warrants, a registration statement registering the issuance of the shares of common stock underlyingthe warrants under the Securities Act is not then effective or available and an exemption from registration under the SecuritiesAct is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be madeto us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise(either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the commonwarrants.

Transferability. Subjectto applicable laws, a warrant may be transferred at the option of the holder upon surrender of the warrant to us together withthe appropriate instruments of transfer.

Exchange Listing.There is no trading market available for the warrants on any securities exchange or nationally recognized trading system. We donot intend to list the warrants on any securities exchange or nationally recognized trading system.

Right as a Stockholder. Exceptas otherwise provided in the warrants or by virtue of such holder’s ownership of our shares of common stock, the holdersof the warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, untilthey exercise their warrants.

Fundamental Transaction. Inthe event of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalizationor reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our propertiesor assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding sharesof common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstandingshares of common stock, the holders of the warrants will be entitled to receive upon exercise of the pre-funded warrants the kindand amount of securities, cash or other property that the holders would have received had they exercised the warrants immediatelyprior to such fundamental transaction. Additionally, as more fully described in the warrants, in the event of a fundamental transaction(as defined in the warrants), the holders of the warrants will be entitled to receive consideration in an amount in cash equalto the Black Scholes value of the warrants determined according to a formula set forth in the warrants, provided, however, that,if the fundamental transaction is not within our control, including not approved by our board of directors, then the holder shallonly be entitled to receive the same type or form of consideration (and in the same proportion), at the Black Scholes value ofthe unexercised portion of the warrant, that is being offered and paid to the holders of our common stock in connection with thefundamental transaction.

Pre-Funded Warrants Offered inthis Offering

The following descriptionof the pre-funded warrants we are offering is a summary and is qualified in its entirety by reference to the provisions of thepre-funded warrant, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Duration and ExercisePrice. Each pre-funded warrant offered hereby will have an initial exercise price per share equal to $0.0001. Thepre-funded warrants will be immediately exercisable and may be exercised at any time until the pre-funded warrants are exercisedin full. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment inthe event of stock dividends, stock splits, reorganizations or similar events affecting our shares of common stock and the exerciseprice. The pre-funded warrants will be issued in certificate form. The pre-funded warrants will be issued in certificatedform.

Exercisability.The pre-funded warrants will be exercisable, at the option of the holder, in whole or in part, by delivering to us a duly executedexercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except inthe case of a cashless exercise as discussed below). Purchasers of the pre-funded warrants in this offering may elect to delivertheir exercise notice following the pricing of the offering and prior to the issuance of the pre-funded warrants at closing tohave their pre-funded warrants exercised immediately upon issuance and receive shares of common stock underlying the pre-fundedwarrants upon closing of this offering. A holder (together with its affiliates) may not exercise any portion of the pre-fundedwarrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding sharesof common stock immediately after exercise. However, upon notice from the holder to us, the holder may decrease or increase thebeneficial ownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately aftergiving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants,provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to us. Nofractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant. In lieu of fractionalshares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or rounddown to the next whole share.

Cashless Exercise. Atany time, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise, the holder may elect insteadto receive upon such exercise (either in whole or in part) the net number of the shares of common stock determined according toa formula set forth in the pre-funded warrants.

Transferability. Subjectto applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrantto us together with the appropriate instruments of transfer.

Exchange Listing.There is no trading market available for the pre-funded warrants on any securities exchange or nationally recognized trading system.We do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system.

Right as a Shareholder. Exceptas otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of our shares of common stock, theholders of the pre-funded warrants do not have the rights or privileges of holders of our shares of common stock, including anyvoting rights, until they exercise their pre-funded warrants.

Fundamental Transaction. Inthe event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization, recapitalizationor reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our propertiesor assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding sharesof common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstandingshares of common stock, the holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrantsthe kind and amount of securities, cash or other property that the holders would have received had they exercised the pre-fundedwarrants immediately prior to such fundamental transaction.

Anti-Takeover Effects of Nevada Law andthe Articles of Incorporation and Bylaws

Certain provisions ofthe Articles of Incorporation and Bylaws, and certain provisions of the NRS could make our acquisition by a third party, a changein our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, are likelyto reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assetsor an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualifiedin its entirety by reference to the Articles of Incorporation and the Bylaws and the relevant provisions of the NRS.

Authorized but Unissued Shares

Our authorized but unissuedshares of common stock and preferred stock are available for future issuance, subject to any limitations imposed by the listingstandards of the Nasdaq Capital Market. These additional shares may be used for a variety of corporate finance transactions, acquisitionsand employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could makeit more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Our authorized capitalincludes “blank check.” Our Board has the authority to issue preferred stock in one or more class or series and determinethe price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, ofthose shares without any further vote or action by stockholders. The rights of the holders of common stock will be subject to,and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. The issuance ofadditional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and othercorporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstandingvoting securities, which could deprive our holders of common stock of a premium that they might otherwise realize in connectionwith a proposed acquisition of our Company.

Action by Written Consent

Our Bylaws provide thatany action required or permitted by law, the Articles of Incorporation, or Bylaws to be taken at a meeting of the stockholdersof the Company may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall besigned by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting poweris required for such an action at a meeting, then that proportion of written consents is required.

Advance Notice Requirements

Stockholders wishing tonominate persons for election to our Board at a meeting or to propose any business to be considered by our stockholders at a meetingmust comply with certain advance notice and other requirements set forth in our Bylaws and Rule 14a-8 of the Exchange Act.

Special Meetings

Our Bylaws provide thatspecial meetings of stockholders may only be called by the President or Chief Executive Officer. Business transacted at all specialmeetings shall be confined to the purposes stated in the notice of the meeting unless all stockholders entitled to vote are presentand consent.

Board Vacancies

Our Bylaws provide thatany vacancy on our Board, howsoever resulting, may be filled by a majority vote of the remaining directors.

Removal of Directors

Our Bylaws provide thatany director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote of at leasttwo-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that notice of intentionto act upon such matter shall have been given in the notice calling such meeting.

Right to Alter, Amend or Repeal Bylaws

Our Bylaws provide thatthey may be altered, amended or repealed at any meeting of the Board at which a quorum is present, by the affirmative vote of amajority of the Directors present at such meeting.

Indemnification of Officers and Directorsand Insurance

Our Bylaws provide forlimitation of liability of our directors and for indemnification of our directors and officers to the fullest extent permittedunder Nevada law. Our directors and officers may be liable for a breach or failure to perform their duties in accordance with Nevadalaw only if their breach or failure to perform constitutes gross negligence, willful misconduct or intentional harm on our Companyor our stockholders. Our directors may not be personally liable for monetary damages for action taken or failure to take actionas a director except in specific instances established by Nevada law.

In accordance with Nevadalaw, we may generally indemnify a director or officer against liability incurred in a proceeding if he or she acted in good faithand believed that his or her conduct was in our best interest and that he or she had no reason to believe his or her conduct wasunlawful. We may not indemnify a director or officer if the person was adjudged liable to us or in the event it is adjudicatedthat the director or officer received an improper personal benefit.

Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant tothe foregoing provisions, or otherwise, we have been advised that in the opinion of the U.S. Securities and Exchange Commission,such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Nevada Anti-Takeover Statutes

The NRS contains provisionsrestricting the ability of a Nevada corporation to engage in business combinations with an interested stockholder. Under the NRS,except under certain circumstances, business combinations with interested stockholders are not permitted for a period of two yearsfollowing the date such stockholder becomes an interested stockholder. The NRS defines an interested stockholder, generally, asa person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares of a Nevada corporation. In addition,the NRS generally disallows the exercise of voting rights with respect to “control shares” of an “issuing corporation”held by an “acquiring person,” unless such voting rights are conferred by a majority vote of the disinterested stockholders.“Control shares” are those outstanding voting shares of an issuing corporation which an acquiring person and thosepersons acting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interestand (ii) acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person. An “issuingcorporation” is a corporation organized in Nevada which has two hundred or more stockholders, at least one hundred of whomare stockholders of record and residents of Nevada, and which does business in Nevada directly or through an affiliated corporation.The NRS also permits directors to resist a change or potential change in control of the corporation if the directors determinethat the change or potential change is opposed to or not in the best interest of the corporation.

Award Plans

The 2016 Equity Incentive Plan

The 2016 Equity IncentivePlan was adopted by the Board and approved by the stockholders on July 6, 2016. The awards per the 2016 Plan may be granted throughJuly 5, 2026, to the Company’s employees, consultants, directors, and non-employee directors provided such consultants, directors,and non-employee directors render good faith services not in connection with the offer and sale of securities in a capital-raisingtransaction. The Awards issuable under the 2016 Plan consist of ISOs, NQSOs, restricted stock awards, stock bonus awards, SARs,RSUs, performance awards, and other share-based awards. The Board shall administer the 2016 Plan unless and until the Board delegatesadministration of the 2016 Plan to a Committee.

The initial number ofshares of common stock authorized and reserved for issuance under the 2016 Plan was 12 million. The amount was subsequently reducedto 2 million due to the Company’s one-for-six reverse stock split on October 5, 2016, then to 1 million for the Company’s1-for-2 reverse stock split on September 3, 2018, then to 100,000 shares for the Company’s 1-for-10 reverse stock split onApril 15, 2020, and then to 83 per 02.03d shares due to the Company’s reverse stock split of 1-for-150 on April 25, 2022.

The 2018 Equity Incentive Plan

On July 1, 2018, the Boardand the stockholders of the Company approved and adopted the Company’s 2018 Equity Incentive Plan (the “2018 Plan”).The 2018 Plan supplements, and does not replace, the existing 2016 Equity Incentive Plan. Awards may be granted under the 2018Plan through June 30, 2023 to the Company’s employees, officers, consultants, and non-employee directors.

The Awards issuable underthe 2018 Plan consist of ISOs, NQSOs, restricted stock awards, stock bonus awards, SARs, RSUs, performance awards, and other share-basedawards. The Board shall administer the 2018 Plan unless and until the Board delegates administration of the 2018 Plan to a Committee.

The initial number ofshares of common stock authorized and reserved for issuance under the 2018 Plan was 2 million. The amount was subsequently reducedto 1 million due to the Company’s 1-for-2 reverse stock split on September 3, 2018. On April 12, 2019, the Board andstockholders approved to increase the number of shares to 20 million and then on February 14, 2022, to 35 million. The amount waslater reduced to 3.5 million as a result to the Company’s 1-for-10 reverse stock split on April 15, 2020 and then to 625 per02.03d shares due to the Company’s reverse stock split of 1-for-150 on April 25, 2022.

Options

As of May 13, 2022,the Company had 1,354 stock options and RSUs issued and outstanding.

Warrants

As of May 13, 2022, the Company had 416,832 warrants issued andoutstanding.

Nevada Business Combination Statutes

The “business combination”provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, (the “NRS”), generally prohibita Nevada corporation with at least 200 stockholders of record from engaging in various “combination” transactions withany interested stockholder for a period of two years after the date of the transaction in which the person became an interestedstockholder, unless the transaction is approved by the Board prior to the date the interested stockholder obtained such statusor the combination is approved by the Board and thereafter is approved at a meeting of the stockholders by the affirmative voteof stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyondthe expiration of the two-year period, unless:

A “combination”is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition,in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market valueequal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% ormore of the aggregate market value of all outstanding voting shares of the corporation, (c) more than 10% of the earning poweror net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associateof an interested stockholder.

In general, an “interestedstockholder” is a person who, together with affiliates and associates, beneficially owns (or within two years, did own) 10%or more of the voting power of the outstanding voting shares of a corporation. The statute could prohibit or delay mergers or othertakeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction mayoffer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Transfer Agent and Registrar

Our transfer agent andregistrar is Vstock Transfer, LLC located at 18 Lafayette Pl, Woodmere, New York 11598. Their telephone number is (212) 828-8436.

Nasdaq Capital Market

Our common stock and SeriesA Warrants are listed on the Nasdaq Capital Market under the symbol “TBLT” and “TBLTW,” respectively.

Penny Stock Regulation

The SEC has adopted regulationswhich generally define “penny stock” to be any equity security that has a market price of less than Five Dollars($5.00) per share or an exercise price of less than Five Dollars ($5.00) per share. Such securities are subject to rules that imposeadditional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealermust make a special suitability determination for the purchaser of such securities and have received the purchaser’s writtenconsent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, therules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stockmarket. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative,current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose thisfact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements mustbe sent disclosing recent price information for the penny stock held in the account and information on the limited market in pennystocks. As our common stock immediately following this offering may be subject to such penny stock rules, purchasers in this offeringwill in all likelihood find it more difficult to sell their common stock shares in the secondary market.

Dividend Policy

To date we have neverdeclared a dividend for our common stock. We currently intend to retain future earnings, if any, to finance the expansion of ourbusiness and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distributionpolicy is within the discretion of our Board and will depend upon various factors, including our results of operations, financialcondition, capital requirements and investment opportunities.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESTO
NON-U.S. HOLDERS

You are urged toconsult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as wellas any tax consequences of the purchase, ownership and disposition of our common stock, warrants or pre-funded warrants arisingunder the U.S. federal estate or gift tax laws or under the laws of any state, local, non-U.S. or other taxing jurisdictionor under any applicable tax treaty.

PLAN OF DISTRIBUTION

Pursuant to an engagementagreement, dated April 13, 2022, we have engaged H.C. Wainwright & Co., LLC, or the Placement Agent, to act as our exclusiveplacement agent to solicit offers to purchase the securities offered pursuant to this prospectus on a reasonable best efforts basis.The engagement agreement does not give rise to any commitment by the Placement Agent to purchase any of our securities, and thePlacement Agent will have no authority to bind us by virtue of the engagement agreement. The Placement Agent is not purchasingor selling any of the securities offered by us under this prospectus, nor is it required to arrange for the purchase or sale ofany specific number or dollar amount of securities. The Placement Agent has agreed to use reasonable best efforts to arrange forthe sale of the securities by us. The Placement Agent does not guarantee that it will be able to raise new capital in any prospectiveoffering. The Placement Agent may engage sub-agents or selected dealers to assist with the offering.

We will enter into a securitiespurchase agreement directly with institutional investors, at such investor’s option, which purchase our securities in thisoffering. Investors which do not enter into a securities purchase agreement shall rely solely on this prospectus in connectionwith the purchase of our securities in this offering.

We will deliver the securitiesbeing issued to the investors upon receipt of investor funds for the purchase of the securities offered pursuant to this prospectus.We expect to deliver the securities being offered pursuant to this prospectus on or about ____________, 2022. There is no minimumnumber of securities or amount of proceeds that is a condition to closing of this offering.

Fees and Expenses

The following table showsthe per unit and per pre-funded unit and total Placement Agent fees we will pay in connection with the sale of the securities inthis offering.

We have agreed to paythe Placement Agent a cash fee equal to 7% of the gross proceeds raised in this offering and a management fee equal to 0.5% ofthe gross proceeds raised in this offering. In addition, we have agreed to reimburse the Placement Agent for its non-accountableexpenses in the amount of $50,000, for its legal fees and expenses and other out-of-pocket expenses in an amount up to $100,000and for its clearing expenses in the amount of $15,950. We estimate the total offering expenses of this offering that will be payableby us, excluding the Placement Agent fees and expenses, will be approximately $__________ .

Placement Agent Warrants

In addition, we have agreedto issue to the Placement Agent or its designees warrants to purchase up to _____ shares of common stock (which represents 6% ofthe aggregate number of shares of shares of common stock issued in this offering and issuable upon the exercise of the pre-fundedwarrants issued in this offering) with an exercise price of $____ per share (representing 125% of the public offering price pershare) and exercisable for five years from the date of the commencement of sales in this offering (the “Placement Agent Warrants”).The Placement Agent Warrants are registered on the registration statement of which this prospectus is a part. The form of the PlacementAgent Warrant has been included as an exhibit to this registration statement of which this prospectus forms a part.

Tail

Wehave also agreed to pay the Placement Agent a tail fee equal to the cash andwarrant compensation in this offering, if any investor, who was contacted or introduced to us by the Placement Agent during theterm of its engagement, provides us with capital in any public or private offering or other financing or capital raising transactionduring the 6-month period following expiration or termination of our engagement of the Placement Agent.

Rightof First Refusal

We have granted to thePlacement Agent the right to act as sole book-runner, sole manager, sole placement agent and/or sole agent, for any of our futurepublic and private equity and debt offerings, including all equity linked financings, or if we finance or refinance any indebtedness,during the six-month period following the consummation of this offering.

Lock-up Agreements

We and each of our officersand directors have agreed with the Placement Agent to be subject to a lock-up period of 60 days following the date of closing ofthe offering pursuant to this prospectus. This means that, during the applicable lock-up period, we and such persons may not offerfor sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwisedispose of, directly or indirectly, any of our shares of common stock or any securities convertible into, or exercisable or exchangeablefor, shares of common stock, subject to customary exceptions. The Placement Agent may waive the terms of these lock-up agreementsin its sole discretion and without notice. In addition, we have agreed to not issue any securities that are subject to a pricereset based on the trading prices of our common stock or upon a specified or contingent event in the future or enter into anyagreement to issue securities at a future determined price for a period of one year following the closing date of this offering,subject to an exception. The Placement Agent may waive this prohibition in its sole discretion and without notice.

Regulation M

The Placement Agent maybe deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by itand any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwritingdiscounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with therequirements of the Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the ExchangeAct. These rules and regulations may limit the timing of purchases and sales of our securities by the Placement Agent acting asprincipal. Under these rules and regulations, the Placement Agent (i) may not engage in any stabilization activity in connectionwith our securities and (ii) may not bid for or purchase any of our securities or attempt to induce any person to purchase anyof our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Indemnification

Wehave agreed to indemnify the Placement Agent against certain liabilities, including certain liabilities arising under the SecuritiesAct, or to contribute to payments that the Placement Agent may be required to make for these liabilities.

Determinationof Offering Price and Warrant Exercise Price

Theactual offering price of the securities we are offering, and the exercise price of the warrants included in the units and pre-fundedunits that we are offering, were negotiated between us and the investors in the offering basedon the trading of our shares of common stock prior to the offering, among other things. Other factors considered in determiningthe public offering price of the securities we are offering, as well as the exercise price of the warrants included in the unitsand pre-funded units that we are offering include our history and prospects, the stage of development of our business, our businessplans for the future and the extent to which they have been implemented, an assessment of our management, the general conditionsof the securities markets at the time of the offering and such other factors as were deemed relevant.

ElectronicOffer, Sale and Distribution of Securities

Aprospectus in electronic format may be made available on the websites maintained by the Placement Agent, if any, participatingin this offering and the Placement Agent may distribute prospectuses electronically. Other than the prospectus in electronic format,the information on these websites is not part of this prospectus or the registration statement of which this prospectus forms apart, has not been approved or endorsed by us or the Placement Agent, and should not be relied upon by investors.

OtherRelationships

The Placement Agent andits respective affiliates will be full service financial institutions engaged in various activities, which may include securitiestrading, commercial and investment banking, financial advisory, investment management, investment research, principal investmenthedging, financing and brokerage activities. The Placement Agent and its respectiveaffiliates may also in the future engage in investment banking and other commercial dealings in the ordinary course of businesswith us or our affiliates, for which they would receive customary compensation.

The Placement Agent hasacted as sales agent pursuant to the At The Market Offering Agreement, dated February 1, 2022 and has acted as placement agentfor our February 2022 registered direct offering, for which it received compensation.

From time to time, thePlacement Agent may provide in the future various advisory, investment and commercial banking and other services to us in the ordinarycourse of business, for which they may receive customary fees and commissions. However, except as disclosed in this prospectus,we have no present arrangements with the Placement Agent for any further services.

Listing

Our shares of common stock are listed on the Nasdaq Capital Marketunder the symbol “TBLT.” Our Series A Warrants are listed on the Nasdaq Capital Market under the symbol “TBLTW.”

EXPERTS

Our consolidated financial statements for the fiscal years endedDecember 31, 2021 and 2020 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporatedby reference into this prospectus have been audited by Marcum LLP, an independent registered public accounting firm, as statedin their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated inreliance upon the report of such firm (which report expresses an unqualified opinion and includes an explanatory paragraph regardingthe Company’s going concern uncertainty) given upon their authority as experts in auditing and accounting.

LEGAL MATTERS

Certain legal matterswith respect to the validity of the securities being offered by this prospectus will be passed upon by Carmel, Milazzo & FeilLLP, New York, New York. Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel for the representatives ofthe Placement Agent with respect to the offering.

INCORPORATION OF CERTAIN INFORMATION BYREFERENCE

Thisprospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You shouldreview the information and exhibits included in the registration statement of which this prospectus is a part for further informationabout us and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to theregistration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by referenceto these filings. You should review the complete document to evaluate these statements.

The SEC allows us to “incorporateby reference” information we file with it, which means that we can disclose important information to you by referring youto other documents. The information incorporated by reference is considered to be a part of this prospectus. Information containedin this prospectus supersedes information incorporated by reference that we have filed with the SEC prior to the date of this prospectus.

We incorporate by referencethe following documents listed below (excluding any document or portion thereof to the extent such disclosure is furnished andnot filed):

Informationin the documents referred to above that are incorporated by reference in this prospectus were filed prior to the 1-for-150 reversesplit of our common stock that was effective on April 25, 2022 and do not reflect the effects of such reverse stock split.

This prospectus formspart of a registration statement on Form S-1 that we filed with the SEC. This prospectus does not contain all of the informationset forth in the registration statement and the exhibits to the registration statement or the documents incorporated by referenceherein and therein. For further information with respect to us and the securities that we are offering under this prospectus, werefer you to the registration statement and the exhibits and schedules filed as a part of the registration statement and the documentsincorporated by reference herein and therein. You should rely only on the information incorporated by reference or provided inthis prospectus and registration statement. We have not authorized anyone else to provide you with different information. You shouldnot assume that the information in this prospectus and the documents incorporated by reference herein and therein is accurate asof any date other than the respective dates thereof.

All reports and otherdocuments we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of thisoffering, including all such documents we may file with the SEC after the date of the initial registration statement and priorto the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC,will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filingof such reports and documents.

Any information in anyof the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectusor in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.

Upon written or oral request,we will provide you without charge a copy of any or all of the documents that are incorporated by reference into this prospectusincluding but limited to financial statement information and exhibits which are specifically incorporated by reference into suchdocuments. Requests should be directed to: ToughBuilt Industries, Inc., Attention: Martin Galstyan, CFO, 25371 Commercentre Drive,Suite 200, Lake Forest, CA 92630, martin.g@toughbuilt.com or (949) 528-3100. You may access this information https://ir.toughbuilt.com/all-sec-filings.Except for the specific incorporated documents listed above, no information available on or through our website shall be deemedto be incorporated in this prospectus or the registration statement of which it forms a part.

The SEC maintains an internetwebsite that contains reports, proxy and information statements and other information regarding the issuers that file electronicallywith the SEC, including the Company, and can be accessed free of charge on the SEC’s website, http://www.sec.gov.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with theSEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. Thisprospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registrationstatement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of theSEC. For further information with respect to us and our securities, we refer you to the registration statement, including the exhibitsfiled as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contractor any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement,please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract ordocument filed as an exhibit is qualified in all respects by the filed exhibit. You may obtain copies of this information by mailfrom the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You mayobtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintainsan Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronicallywith the SEC. The address of that website is located at http://www.sec.gov.

We are subject to theinformation and reporting requirements of the Exchange Act and, in accordance with this law, are required to file periodic reports,proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are availablefor inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We alsomaintain a website at www.toughbuilt.com. You may access these materials free of charge as soon as reasonably practicableafter they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of thisprospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

FINANCIAL STATEMENTS

See Part II. Item 8. Financial Statements and Supplementary Dataof our 2021 Form 10-K. See “Incorporation of Certain Information by Reference.”

ToughBuilt Industries, Inc.

_________ Units, Each Unit Consisting ofOne Share of Common Stock and One Warrant to Purchase One Share of Common Stock

_________ Pre-funded Units, Each Pre-fundedUnit Consisting of One Pre-funded Warrant to Purchase One Share of Common Stock and One Warrant to Purchase One Share of CommonStock

Placement Agent Warrants to Purchase _________Shares of Common Stock

PROSPECTUS

H.C. Wainwright & Co.

The date of this prospectus is ____________,2022

PartII

INFORMATIONNOT REQUIRED IN PROSPECTUS

Item 13. OtherExpenses of Issuance and Distribution.

The following table indicatesthe expenses to be incurred in connection with the offering described in this registration statement, other than Placement Agentfees, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission (“SEC”)registration fee.

*To be provided byamendment.

Item 14. Indemnificationof Directors and Officers.

The Company’s Articlesof Incorporation and Bylaws provide that, to the fullest extent permitted by the laws of the State of Nevada, any officer or directorof the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suitor proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or hasagreed to serve at the request of the Company as a director, officer, employee or agent of the Company, or while serving as a directoror officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employeeor agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been takenor omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation,claims for monetary damages against Indemnitee to the fullest extent permitted under Section 78.7502 of the Nevada Revised Statutesas in existence on the date hereof.

The indemnification providedshall be from and against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actuallyand reasonably incurred by the indemnitee or on the indemnitee’s behalf in connection with such action, suit or proceedingand any appeal therefrom, but shall only be provided if the indemnitee acted in good faith and in a manner the indemnitee reasonablybelieved to be in or not opposed to the best interests of the Company, and, with respect to any criminal action, suit or proceeding,had no reasonable cause to believe the indemnitee’s conduct was unlawful.

In the case of any threatened,pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the factthat he or she is or was a director, officer, employee or agent of the Company, or while serving as a director or officer of theCompany, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, no indemnification shall be made inrespect of any claim, issue or matter as to which the indemnitee shall have been adjudged to be liable to the Company unless, andonly to the extent that, the Nevada courts or the court in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all the circumstances of the case, the indemnitee is fairly and reasonablyentitled to indemnity for such expenses which the Nevada courts or such other court shall deem proper.

The termination of anyaction, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shallnot, of itself, create a presumption that he or she did not act in good faith and in a manner which Indemnitee reasonably believedto be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonablecause to believe that the indemnitee’s conduct was unlawful.

To the extent that indemnificationfor liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuantto the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policyas expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (otherthan the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successfuldefense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection withthe securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressedin the Securities Act and will be governed by the final adjudication of that issue.

In any placement agentagreement we enter into in connection with the sale of the securities being registered hereby, the Placement Agent will agree toindemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the SecuritiesAct of 1933, as amended, or the Securities Act, against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

Set forth below is informationregarding shares of capital stock issued by us within the past three years which were not registered under the Securities Act.

Issuance of Warrants

As previously reportedby the Company on a Current Report on Form 8-K filed with the SEC on February 17, 2022, on February 15, 2022, the Company enteredinto the February Purchase Agreement with institutional investors named therein, pursuant to which the Company issued, in a registereddirect offering, an aggregate of $5,000,000 of Preferred Stock (split evenly among Series F and Series G, the “PreferredStock”). The shares of Preferred Stock have a stated value of $1,000 per share and are convertible, following the date ofthe issuance thereof, into an aggregate of 83,334 shares of common stock of the Company upon the conversion of Series F and intoan aggregate of 83,334 shares of common stock of the Company upon the conversion of Series G, at a conversion price of $30 pershare each. Though the Preferred Stock and the underlying shares of common stock were offered pursuant to the Second Form S-3,in a concurrent private placement, the Company also issued to such investors unregistered warrants (the “February Warrants”)to purchase up to an aggregate of 125,000 shares of the Company’s common stock, at an exercise price of $37.65 per share.

The February Warrantswill be exercisable on the date that is the later of (a) the consummation of either a stockholder vote on the proposal to authorizethe Board to effect a reverse stock split (the “Reverse Stock Split”) or increase the authorized shares of the Company’scommon stock; and (b) six months after the date of issuance and will have a term of 5 years from the initial exercise date. Theoffering closed on February 15, 2022.

As compensation to Wainwright,as the exclusive placement agent in connection with the offering, the Company paid Wainwright a cash fee of 7% of the aggregategross proceeds raised in the February Direct Offering, plus a management fee equal to 0.5% of the gross proceeds raised in theoffering and reimbursement of certain expenses and legal fees. The Company also issued to designees of Wainwright warrants to purchaseup to 10,000 shares of Common Stock (the “Wainwright February Warrants”). The Wainwright February Warrants are exercisablefor $37.50 per share and become exercisable on the date that is the later of (a) the consummation of either a stockholder voteon the proposal to authorize the Company’s Board to effect a Reverse Stock Split or increase the authorized shares of theCompany’s common stock; and (b) six months after the date of issuance and will expire on February 15, 2027.

The Company received netproceeds of approximately $4,350,000 from the offering, after deducting the estimated offering expenses payable by the Company,including the fees payable to Wainwright.

The Company issued the February Warrants andthe Wainwright February Warrants pursuant to the exemption from the registration requirements of the Securities Act, availableunder Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder.

Issuance of Series E Preferred Stock

As previously reportedby the Company on Forms 8-K filed with the SEC on November 23, 2020 and April 1, 2021, on November 20, 2020, an institutional investor(the “Investor”) exchanged its Series A Senior Secured Convertible Note, Series B Senior Convertible Note, and commonstock purchase warrants originally purchased pursuant to a Securities Purchase Agreement, dated August 19, 2019 (the “ExchangeAgreement”). Pursuant to the Exchange Agreement, the Investor exchanged its securities and agreed to extinguish its firstpriority lien on all of the assets of the Company for (i) a cash payment of $744,972; (ii) 12,334 shares of the Company’scommon stock; (iii) a warrant to purchase up to an aggregate of 3,834 shares of the common stock for $150 per share, subject toanti-dilution protection, until August 19, 2024; and (iv) nine shares of Series E Non-Convertible Preferred Stock (the “SeriesE Preferred Stock”) of the Company. On March 26, 2021, the Company issued nine shares of such Series E Preferred Stock tothe Investor. The Company issued foregoing shares of common stock, warrant and Series E Preferred Stock in reliance upon Section3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. On February 15, 2022,the number of warrant shares issuable upon the exercise of the warrant was increased to 76,667 and the exercise price was amendedto $7.50 per share (as adjusted for the 1-for-150 Reverse Stock Split on April 25, 2022).

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits:Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated into thisItem.

(b) Financial StatementSchedules: All schedules are omitted because the required information is inapplicable, or the information is presentedin the financial statements and the related notes.

Item 17. Undertakings.

The undersigned registranthereby undertakes:

(1) To file, during anyperiod in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectusrequired by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in theprospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in theregistration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollarvalue of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimatedmaximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant toRule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregateoffering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any materialinformation with respect to the plan of distribution not previously disclosed in the registration statement or any material changeto such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do notapply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filedwith or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the SecuritiesExchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectusfiled pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purposeof determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registrationstatement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be theinitial bona fide offering thereof.

(3) To remove from registrationby means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purposeof determining liability under the Securities Act to any purchaser:

(A) Each prospectus filedby the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filedprospectus was deemed part of and included in the registration statement; and

(B) Each prospectus filedpursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relyingon Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registrationstatement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statementor prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenceinto the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time ofcontract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectusthat was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That for the purposeof determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities,the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registrationstatement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered orsold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaserand will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectusor prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writingprospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersignedregistrant;

(iii) The portion of anyother free writing prospectus relating to the offering containing material information about the undersigned registrant or itssecurities provided by or on behalf of the undersigned registrant; and

(iv) Any other communicationthat is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrantpursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securities andExchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurredor paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)is asserted by such director, officer or controlling person in connection with the securities being registered, the registrantwill, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriatejurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and willbe governed by the final adjudication of such issue.

The undersigned registranthereby undertakes that:

(1) For purposes of determiningany liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registrationstatement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declaredeffective.

(2) For the purpose ofdetermining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemedto be a new registration statement relating to the securities offered therein, and the offering of such securities at that timeshall be deemed to be the initial bona fide offering thereof.

EXHIBITINDEX

# Management contract or compensatory plan.

*Filed herewith

**To be filed by amendment.

SIGNATURES

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

POWER OF ATTORNEY

KNOW ALL MEN BY THESEPRESENTS, that each person whose signature appears below constitutes and appoints Michael Panosian and Martin Galstyan his/hertrue and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him/her and in his name, placeand stead, in any and all capacities to sign any or all amendments (including, without limitation, post-effective amendments) tothis Registration Statement, any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933,as amended, and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and allother documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent,full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-factand agent, or any substitute or substitutes for him, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirementsof the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on thedates indicated.