As filed with theSecurities and Exchange Commission on August 3, 2022.

RegistrationNo. 333- ___________

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C.20549

FORM S-1

REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933

TOUGHBUILTINDUSTRIES, Inc.

(Exact name of registrantas specified in its charter)

8669 ResearchDrive

Irvine, CA 92618

Telephone: (949) 528-3100

(Address, includingzip code, and telephone number, including area code,

of registrant’sprincipal executive offices)

Mr. Michael Panosian

Chief ExecutiveOfficer

8669 ResearchDrive

Irvine, CA 92618

Lake Forest, CA92630

Telephone: (949) 528-3100

(Name, address, includingzip code, and telephone number, including area code, of agent for service)

With copies to:

Ross D. Carmel,Esq.

Philip Magri,Esq.

Carmel, Milazzo& Feil LLP

55 West 39th Street,18th Floor

New York, NY 10018

Tel: (212) 658-0458

Fax: (646) 838-1314

Approximate date of commencement of proposedsale 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 to be offeredon a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additionalsecurities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendmentfiled pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendmentfiled pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ¨

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

If an emerging growth company, indicateby check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

The Registranthereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordancewith Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on suchdate as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in thisprospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securitiesand Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buythese securities in any state or other jurisdiction where the offer or sale is not permitted.

TOUGHBUILT INDUSTRIES,INC.

12,240,000 Sharesof Common Stock

Thisprospectus relates to the offer and resale of up to an aggregate of 12,240,000 shares of common stock, par value $0.0001 per share (“PlacementShares”), of ToughBuilt Industries, Inc. (“ToughBuilt,” “TBLT,” the “Company,” “we,”“us” or “our”) held by selling stockholders, consisting of (i) 240,000 Placement Shares (“WainwrightWarrant Shares”) issuable upon exercise of warrants (the “Wainwright Warrants”) issued to H.C. Wainwright& Co., LLC, or its designees, in a private transaction on July 27, 2022 (the “Private Placement”), (ii) 700,000Placement Shares issued to certain selling stockholders in the Private Placement; (iii) 3,300,000 Placement Shares (“PrefundedWarrant Shares”) issuable upon exercise of the pre-funded warrants (the “Prefunded Warrants”) issued to certainselling stockholders in the Private Placement, (iv) 4,000,000 Placement Shares (“Series A Preferred Investment Option Shares”) issuableupon exercise of the Series A preferred investment options (the “Series A Preferred Investment Options”) issued to certainselling stockholders in the Private Placement; and (v) 4,000,000 Placement Shares (“Series B Preferred Investment Option Shares”together with the Prefunded Warrant Shares, the Wainwright Warrant Shares, the “Warrant Shares”) issuable upon exerciseof the Series B preferred investment options (the “Series B Preferred Investment Options,” and, together with the SeriesA Preferred Investment Options, the “Preferred Investment Options,” and collectively with the Prefunded Warrants, WainwrightWarrants, and the Series A Preferred Investment Options, the “Warrants”), issued to certain selling stockholders in the PrivatePlacement. The number of Warrant Shares is determined as if the Warrants were exercised in full as of the trading day immediately precedingthe date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicabledate of determination and all subject to adjustment as provided in the registration rights agreement, all of which were acquired by theselling stockholders in the Private Placement. The holders of the Placement Shares, the Warrant Shares and the Warrants are each referredto herein as a “Selling Stockholder” and collectively as the “Selling Stockholders.”

Thisprospectus also covers any additional shares of common stock that may become issuable upon any anti-dilution adjustment pursuant to theterms of the Warrants issued to the Selling Stockholders by reason of stock splits, stock dividends, and other events described therein.

TheSelling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Placement Sharesor the Warrant Shares through public or private transactions at prevailing market prices, at prices related to prevailing market pricesor at privately negotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, andwe do not know when or in what amount the Selling Stockholders may sell their Placement Shares or Warrant Shares hereunder followingthe effective date of this registration statement. We provide more information about how a Selling Stockholder may sell its PlacementShares or Warrant Shares in the section titled “Plan of Distribution” on page 28 of this prospectus.

Weare registering the Placement Shares and Warrant Shares on behalf of the Selling Stockholders, to be offered and sold by them from timeto time. We will not receive any proceeds from the sale of our common stock by the Selling Stockholders in the offering described inthis prospectus. However, upon (i) the cash exercise of the Prefunded Warrants, we will receive the exercise price of such warrants,for an aggregate of approximately $330; (ii) the cash exercise of the Preferred Investment Options, we will receive the exerciseprice of such warrants, for an aggregate of approximately $40 million, and (iii) the cash exercise of the Wainwright Warrants, wewill receive the exercise price of such warrants, for an aggregate of $1.5 million. See “Use of Proceeds.”

Wecannot predict when and in what amounts or if the Warrants will be exercised. We have agreed to bear all of the expenses incurred inconnection with the registration of the Placement Shares and the Warrant Shares. The Selling Stockholders will pay or assume discounts,commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the PlacementShares and the Warrant Shares.

Weare an “emerging growth company” and a “smaller reporting company” as such terms are defined under federal securitieslaws, and, as such have elected to take advantage of certain reduced public company reporting requirements for this prospectus and mayelect to do so in future filings.

Thisprospectus describes the general manner in which the Placement Shares and the Warrant Shares may be offered and sold. Please see “Planof Distribution” on page 28 of this prospectus for more information. For more information regarding the Selling Stockholders,see “Selling Stockholders” on page 29 of this prospectus.

Ifnecessary, the specific manner in which the Placement Shares and the Warrant Shares may be offered and sold will be described in a supplementto this prospectus.

Ourcommon stock is listed for trading on the Nasdaq Capital Market. At the close of business on August 2, 2022, the closing price of ourcommon stock was $7.93. The trading price of our common stock has been and may continue to be, subject to wide price fluctuations inresponse to various factors, many of which are beyond our control, including those described under the heading “Risk Factors”beginning on page 13, of this prospectus.

Investing in ourcommon stock involves a high degree of risk. Please read “Risk Factors” beginning on page 13 of this prospectus.

Neither the Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacyor accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of thisprospectus is                   , 2022

TABLE OF CONTENTS

ABOUTTHIS PROSPECTUS

This prospectus describesthe general manner in which the Selling Stockholders may offer from time to time up to 12,240,000 Placement Shares held by Selling Stockholders,consisting of (i) 700,000 Placement Shares; (ii) 3,300,000 Prefunded Warrant Shares; (iii) 4,000,000 Series A PreferredInvestment Option Shares; (iv) 4,000,000 Series B Preferred Investment Option Shares; and (v) 240,000 Wainwright Shares. Youshould rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment theretoand the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we northe Selling Stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistentinformation, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer tosell, or a solicitation of an offer to purchase, the common stock offered by this prospectus, any prospectus supplement or amendmentsthereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer insuch jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto,as well as information we have previously filed with the U.S. Securities and Exchange Commission (the “SEC”), is accurateas of any date other than the date on the front cover of the applicable document.

Ifnecessary, the specific manner in which the shares of common stock may be offered and sold will be described in a supplement to thisprospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent thereis a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the informationin such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another documenthaving a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement —the statement in the document having the later date modifies or supersedes the earlier statement.

Neitherthe delivery of this prospectus nor any distribution of common stock pursuant to this prospectus shall, under any circumstances, createany implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in ouraffairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed sincesuch date.

Unlessthe context indicates otherwise, the terms “ToughBuilt,” “Company,” “we,” “us” and “our”refer to ToughBuilt Industries, Inc., a Nevada corporation, and its subsidiaries.

CAUTIONARYSTATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are containedprincipally in the sections titled “Prospectus Summary,” “Risk Factors,” “Management’s Discussionand Analysis of Financial Condition and Results of Operations” and “Business,” but are also contained elsewhere inthis prospectus. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,”“could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,”“anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,”“continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identifystatements about the future, although not all forward-looking statements contain these words. These statements relate to future eventsor our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could causeour actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-lookingstatements. These forward-looking statements include, but are not limited to, statements about:

Theforegoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein orrisk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.

Theseforward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “RiskFactors.” It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our businessor the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in anyforward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstancesdiscussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or impliedin the forward-looking statements.

Youshould not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflectedin the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or eventsand circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neitherwe nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligationto update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actualresults or to changes in our expectations.

Youshould read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registrationstatement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performanceand events and circumstances may be materially different from what we expect.

MARKET DATA

Marketdata and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research,consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industrysurveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained fromsources believed to be reliable, but the accuracy and completeness of such information are not guaranteed. To our knowledge, certainthird-party industry 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 regarding generaleconomic growth were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently availabledata. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risksand uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors”in this prospectus.

TRADEMARKS

Solelyfor convenience, our trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but suchreferences are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights tothese trademarks 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.

RISKFACTORS

Thefollowing is only a summary of the risks pertaining to our Company. Investment in our securities involves risks. You shouldcarefully consider the following risk factors in addition to other information contained in this prospectus as well as in our Form10-K for the fiscal year ended December 31, 2021, and other materials filed with the SEC and incorporated by reference herein. Theoccurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in this prospectus,including statements in the following risk factors, constitute “forward-lookingstatements.” See “Incorporation of Certain Information by Reference” in this prospectus.

Risks Relatedto Our Company

We willrequire additional capital in order to achieve commercial success and, if necessary, to finance future losses from operations as we endeavorto 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 adequatecapital as and when required.

Wemay not be able to generate any profit in the foreseeable future. For the year ended December 31, 2021, we have a net loss of $37,525,898,compared to a net loss of $17,348,622 for the year ended December 31, 2020. For the quarter ended March 31, 2022, we have a net lossof $12,103,938, compared to a net loss of $6,053,659 for the quarter ended March 31, 2021. Accordingly, there is no assurance that wewill realize profits in the remainder of fiscal 2022 or thereafter. If we fail to generate profits from our operations, we will not beable to sustain our business. We may never report profitable operations or generate sufficient revenue to maintain our Company as a goingconcern. We continue to control our cash expenses as a percentage of expected revenue on an annual basis and thus may use our cash balancesin the short term to invest in revenue growth; however, we cannot give assurance that we can increase our cash balances or limit ourcash consumption and thus maintain sufficient cash balances for our planned operations. Future business demands may lead to cash utilizationat levels greater than recently experienced. We may need to raise additional capital in the future. However, we cannot assure you thatwe will be able to raise additional capital on acceptable terms, or at all. Our inability to generate profits could have an adverse effecton our financial condition, results of operations, and cash flows. See “Management’s Discussion and Analysis of FinancialCondition and Results of Operations; Liquidity and Capital Resources” in our Form 10-K for the fiscal year ended December 31, 2021, which is incorporated by reference herein. See“Incorporation of Certain Information by Reference.”

Risks Relatedto Ownership of Our Securities

An investmentin our securities is speculative and there can be no assurance of any return on any such investment.

Aninvestment in our securities is speculative and there can be no assurance that investors will obtain any return on their investment.Investors may be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

If youpurchase shares of our common stock, you may experience immediate and substantial dilution in the net tangible book value of your shares.In addition, we may issue shares of common stock pursuant to our equity incentive plans and additional equity or convertible debt securitiesin the future, which may result in additional dilution to investors.

Weare currently authorized to issue up to 200,000,000 shares of common stock. We may, in the future, issue previously authorized and unissuedshares of common stock, which would result in the dilution of current stockholders’ ownership interests. Additional shares aresubject to issuance through various equity compensation plans or the exercise of currently outstanding equity awards. The potential issuanceof additional shares of common stock may create downward pressure on the trading price of our common stock. We also may in the futureissue additional shares of common stock or other securities that are convertible into or exercisable for common stock in order to raisecapital or effectuate other business purposes. Purchasers of the shares we sell, as well as our existing stockholders, will experiencesignificant dilution if we sell shares at prices significantly below the price at which they invested. In addition, to the extent weneed to raise additional capital in the future and we issue additional shares of common stock or securities convertible or exchangeablefor our common stock, our then existing stockholders may experience dilution and the new securities may have rights senior to those ofour current stockholders. Any of the above events could significantly harm our business, prospects, financial condition and results ofoperations and cause the price of our common stock to decline.

Our stockprice has been and may continue to be, volatile.

Themarket price of our common stock has been, and may continue to be, subject to material volatility. Such fluctuations could be in responseto, among other things, the factors described in this “Risk Factors” section, or other factors, some of which arebeyond our control, such as:

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

Additionally,the global economy and financial markets may be adversely affected by geopolitical events, including the current or anticipated impactof military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasionof Ukraine.

Inthe past, many companies that have experienced volatility and sustained declines in the market price of their stock have become subjectto securities class action and derivative action litigation. Securities litigation against us could result in substantial costs and divertour management’s attention from other business concerns, which could materially harm our business. Any insurance we maintain maynot provide adequate coverage against potential losses from such securities litigation, and if claims or losses exceed our liabilityinsurance coverage, our business would be adversely impacted. In addition, insurance coverage may become more expensive, which wouldharm our financial condition and results of operations.

Our stockprice has been and may continue to be, volatile.

Themarket price of our common stock has been, and may continue to be, subject to material volatility. Such fluctuations could be in responseto, among other things, the factors described in this “Risk Factors” section, or other factors, some of which arebeyond our control, such as:

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

Additionally,the global economy and financial markets may be adversely affected by geopolitical events, including the current or anticipated impactof military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasionof Ukraine.

Inthe past, many companies that have experienced volatility and sustained declines in the market price of their stock have become subjectto securities class action and derivative action litigation. Securities litigation against us could result in substantial costs and divertour management’s attention from other business concerns, which could materially harm our business. Any insurance we maintain maynot provide adequate coverage against potential losses from such securities litigation, and if claims or losses exceed our liabilityinsurance coverage, our business would be adversely impacted. In addition, insurance coverage may become more expensive, which wouldharm our financial condition and results of operations.

We mayneed, but be unable, to obtain additional funding on satisfactory terms, which could impose burdensome financial restrictions on ourbusiness.

Wehave relied upon cash from financing activities and in the future, we hope to rely on revenues generated from operations to fund thecash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from ouroperating activities 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 financial and othercovenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on ourbusiness, prospects, financial condition, and results of operations because we could lose our existing sources of funding and impairour ability to secure new sources of funding.

Our shareswill be subject to potential delisting if we do not maintain the listing requirements of the Nasdaq Capital Market.

Ourfailure to maintain our listing and our common stock being de-listed from Nasdaq would make it more difficult for stockholders to disposeof their common stock and more difficult to obtain accurate price quotations on our common stock.

Forexample, on May 19, 2021, the Company received a written notice from the Listing Qualifications department of Nasdaq indicating thatthe Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per shareof the Company’s common stock (the “Minimum Bid Price Requirement”). The initial notice provided the Company with 180calendar days to regain compliance with the Minimum Bid Price Requirement. On November 16, 2021, the Company received a written letterfrom the Listing Qualifications department of Nasdaq notifying the Company that Nasdaq has granted the Company an additional 180 calendardays, 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 22, 2022, we effected a reverse stock split of our common stock on a one-for-150 basis as partof our plan to comply with Nasdaq’s Minimum Bid Price Requirement. On May 9, 2022, we were notified by Nasdaq that we had regainedcompliance with Nasdaq’s Minimum Price Requirement.

Failureto maintain our Nasdaq listing could negatively impact us and our stockholders by reducing the willingness of investors to hold our commonstock because 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 more stringentrules and may limit our ability to raise capital by issuing additional shares in the future. Delisting may adversely impact the perceptionof our financial condition and cause reputational harm to investors and parties conducting business with us. Additionally, if we aresubject to delisting from Nasdaq, there can be no assurance that we would be able to list our common stock on another exchange in a timelyfashion, if at all.

The market price of our common stockhas been and is expected to be, subject to significant volatility.

Thevalue of our common stock may decline regardless of our operating performance or prospects. Factors affecting our market price include,but are not limited to:

Recentevents have caused stock prices for many companies, including ours, to fluctuate in ways unrelated or disproportionate to their operatingperformance. The general economic, political and stock market conditions that may affect the market price of our common stock are beyondour control. The market price of our common stock at any particular time may not remain the market price in the future.

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

Additionally,the global economy and financial markets may be adversely affected by geopolitical events, including the current or anticipated impactof military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasionof Ukraine.

Inthe past, many companies that have experienced volatility and sustained declines in the market price of their stock have become subjectto securities class action and derivative action litigation. Securities litigation against us could result in substantial costs and divertour management’s attention from other business concerns, which could materially harm our business. Any insurance we maintain maynot provide adequate coverage against potential losses from such securities litigation, and if claims or losses exceed our liabilityinsurance coverage, our business would be adversely impacted. In addition, insurance coverage may become more expensive, which wouldharm our financial condition and results of operations.

If researchanalysts do not publish research about our business or if they issue unfavorable commentary or downgrade our common stock, our stockprice and trading volume could decline.

Thetrading market for our securities may depend in part on the research and reports that research analysts publish about us and our business.If we do not maintain adequate research coverage, or if any of the analysts who cover us downgrade our stock or publish inaccurate orunfavorable research about our business, the price of our common stock could decline. If one or more of our research analysts ceasesto cover our 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 donot currently intend to pay dividends on our common stock in the foreseeable future, and consequently, your ability to achieve a returnon your investment will depend on an appreciation in the price of our common stock.

Wehave never declared or paid cash dividends on our common stock and do not anticipate paying any cash dividends to holders of our commonstock in the foreseeable future. Consequently, investors must rely on sales of their common stock after price appreciation, which maynever occur, 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-takeoverprovisions in our charter documents and Nevada law could discourage delay or prevent a change of control of our Company and may affectthe trading price of our common stock.

Weare a Nevada corporation and the anti-takeover provisions of the Nevada Control Shares Acquisition Act may discourage, delay, or preventa change of control by limiting the voting rights of control shares acquired in a control share acquisition. In addition, our Articlesof Incorporation and Amended and Restated Bylaws (“Bylaws”) may discourage, delay or prevent a change in our managementor control over us that stockholders may consider favorable. Among other things, our Articles of Incorporation and Bylaws:

Theseprovisions could have the effect of delaying or preventing a change of control, whether or not it is desired by, or beneficial to, ourstockholders.

We haveagreed to indemnify our officers and directors against lawsuits to the fullest extent of the law.

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

Insofaras indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controllingthe Company pursuant 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.

IN ADDITION TOTHE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIALINVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OFTHE COMPANY’S SECURITIES.

USEOF PROCEEDS

Allof the shares of common stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholdersfor their respective accounts. We will not receive any of the proceeds from these sales. However, we will receive gross proceeds of approximately$41.5 million if all of the Warrants held by the Selling Stockholders are exercised for cash, excluding fees payable to Wainwright andother expenses. We intend to use any of the net proceeds from Warrant exercises for working capital purposes.

DIVIDENDPOLICY

Wehave not declared any cash dividends since inception, and we do not anticipate paying any dividends in the foreseeable future. Instead,we anticipate that all of our earnings will be used to provide working capital, support our operations, and 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 current net profits,and other factors our Board might deem relevant. There are no restrictions that currently limit our ability to pay dividends on our commonstock other than those generally imposed by applicable state law.

DESCRIPTIONOF CAPITAL STOCK

Thefollowing is a summary of the rights of our common stock and preferred stock, certain provisions of our Articles of Incorporation, asamended, and our Bylaws, as amended, and applicable law. This summary does not purport to be complete and is qualified in its entiretyby the provisions of our Articles of Incorporation, as amended, and our Bylaws, copies of which have been filed as exhibits to the registrationstatement and are incorporated by reference to our registration statement, of which this prospectus forms a part.

Authorized andOutstanding Capital Stock

Ourauthorized capital stock presently consists of 200,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 sharesof “blank check” preferred stock, par value $0.0001 per share. As of August 3, 2022, we had 8,980,531 shares of common stockissued and outstanding, and 250 shares of Series F Convertible Preferred Stock and 250 shares of Series G Convertible Preferred stockissued and outstanding.

Common Stock

Voting

Holdersof shares of the common 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

Subjectto the dividend rights of the holders of any outstanding series of preferred stock, holders of shares of common stock will be entitledto receive rateably such dividends, if any, when, as, and if declared by our Board out of the Company’s assets or funds legallyavailable for such dividends or distributions.

Liquidationand Distribution

Inthe event of any liquidation, dissolution, or winding up of the Company’s affairs, holders of the common stock would be entitledto share rateably in the Company’s assets that are legally available for distribution to its stockholders. If the Company has anypreferred stock outstanding 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 pay distributionsto the holders of common stock.

Conversion,Redemption, and Preemptive Rights

Holdersof the common stock have no preemptive, subscription, redemption or conversion rights.

SinkingFund Provisions

Thereare no sinking fund provisions 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 issue fromtime 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, redemption rights,liquidation preference, sinking fund terms and the number ofshares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restrictingdividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock ordelaying, deterring or preventing a change in control. Such issuance could have the effect of decreasing the market price of the commonstock. We currently have no plans to issue any shares of preferred stock.

Series F ConvertiblePreferred Stock

Dividends

The holders of Series F ConvertiblePreferred Stock will be entitled to dividends, on an “as if” converted basis, equal to and in the same form as dividends actuallypaid on shares of common stock, when and if actually paid.

Voting

Asof the date of this prospectus, the Series F Convertible Preferred Stock has no voting rights, except that as long as any shares of SeriesF Convertible Preferred Stock are outstanding, the holders of the Series F Convertible Preferred Stock will be entitled to approve, bya majority vote of the then outstanding shares of Series F Convertible Preferred Stock if the Company seeks to (a) alter or changeadversely the powers, preferences or rights given to the Series F Convertible Preferred Stock or alter or amend the Certificate of Designationgoverning the Series F Convertible Preferred Stock, (b) amend the Articles of Incorporation, as amended or other charter documentsin any manner that adversely affects any rights of the holders of the Series F Convertible Preferred Stock, (c) increase the numberof authorized shares of Series F Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Liquidation

Uponany liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary or a Liquidation, the then holders of theSeries F Convertible 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 (disregarding forsuch purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holders of commonstock.

Conversion

TheSeries F Convertible Preferred Stock is convertible into common stock at any time after the date of issuance. The conversion rate, subjectto adjustment as set forth in the Certificate of Designation governing the Series F Convertible Preferred Stock, is determined by dividingthe stated value of the Series F Convertible Preferred Stock by $30 (the “Conversion Price”). The Conversion Price can beadjusted as set forth in the Certificate of Designation governing the Series F Convertible Preferred Stock for stock dividends and stocksplits or the occurrence of a fundamental transaction (as defined below). Upon conversion, the shares of Series F Convertible PreferredStock shall resume the status of authorized but unissued shares of preferred stock of the Company.

OptionalConversion

TheSeries F Convertible Preferred Stock can be converted at the option of the holder at any time and from time to time after the date ofissuance.

BeneficialOwnership Limitation

TheSeries F Convertible Preferred Stock cannot be converted to common stock if the holder and its affiliates would beneficially own morethan 4.99% or 9.99% at the election of the holder of the outstanding common stock. However, any holder may increase or decrease suchpercentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not beeffective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providingsuch notice.

PreemptiveRights

Noholders of Series F Convertible Preferred Stock will, as holders of Series F Convertible Preferred Stock, have any preemptive rightsto purchase or subscribe for our common stock or any of our other securities.

Redemption

TheSeries F Preferred Stock is not redeemable by the Company.

Series G ConvertiblePreferred Stock

Dividends

The holders of Series G ConvertiblePreferred Stock will be entitled to dividends, on an “as if” converted basis, equal to and in the same form as dividends actuallypaid on shares of common stock, when and if actually paid.

Voting

Asof the date of this prospectus, the Series G Convertible Preferred Stock has no voting rights, except as long as any shares of SeriesG Convertible Preferred Stock are outstanding, the holders of the Series G Convertible Preferred Stock will be entitled to approve, bya majority vote of the then outstanding shares of Series G Convertible Preferred Stock if the Company seeks to (a) alter or changeadversely the powers, preferences or rights given to the Series G Convertible Preferred Stock or alter or amend the Certificate of Designationgoverning the Series G Convertible Preferred Stock, (b) amend the Articles of Incorporation, as amended or other charter documentsin any manner that adversely affects any rights of the holders of the Series G Convertible Preferred Stock, (c) increase the numberof authorized shares of Series G Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Liquidation

Uponany liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary or a Liquidation, the then holders of theSeries G Convertible 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 (disregarding forsuch purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holders of commonstock.

Conversion

TheSeries G Convertible Preferred Stock is convertible into common stock after the date of issuance. The conversion rate, subject to adjustmentas set forth 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 adjusted asset forth in the Certificate of Designation governing the Series G Convertible Preferred Stock for stock dividends and stock splits orthe occurrence of a fundamental transaction (as defined below). Upon conversion, the shares of Series G Convertible Preferred Stock shallresume the status of authorized but unissued shares of preferred stock of the Company.

BeneficialOwnership Limitation

TheSeries G Convertible Preferred Stock cannot be converted to common stock if the holder and its affiliates would beneficially own morethan 4.99% or 9.99% at the election of the holder of the outstanding common stock. However, any holder may increase or decrease suchpercentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not beeffective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providingsuch notice.

PreemptiveRights

Noholders of Series G Convertible Preferred Stock will, as holders of Series G Convertible Preferred Stock, have any preemptive rightsto purchase or subscribe for our common stock or any of our other securities.

Redemption

TheSeries G Preferred Stock is not redeemable by the Company.

July 2022 Private Placement of Common Stockand Warrants 

OnJuly 27, 2022, we consummated the closing of the Private Placement, pursuant to the terms and conditions of the Securities Purchase Agreement,dated as of July 25, 2022 (the “Purchase Agreement”), by and among the Company and certain institutional investors namedon the signature pages thereto (the “Purchasers”). At the closing of the Private Placement, the Company issued (i) 700,000Placement Shares, (ii) 3,300,000 Prefunded Warrants; (iii) 4,000,000 Series A Preferred Investment Options; and (iv) 4,000,000Series B Preferred Investment Options. The purchase price of each Placement Share and associated Preferred Investment Options was $5.00and the purchase price of each Prefunded Warrant and associated Preferred Investment Options was $4.9999.

EachPrefunded Warrant is exercisable for $0.0001 per share of common stock until all of the Prefunded Warrants are exercised in full. EachSeries A Preferred Investment Option is exercisable for one share of common stock for $5.00 per share until the third anniversary dateof the issuance date. Each Series B Preferred Investment Option is exercisable for one share of common stock for $5.00 per share untilthe second anniversary date of the issuance date. The exercise price and the number of our shares of common stock issuable upon the exerciseof each of the Warrants are subject to adjustment for stock splits, reverse splits, and similar capital transactions, as described inthe Warrants. The Preferred Warrants are exercisable on a “cashless” basis. The Preferred Investment Options may be exercisedon a “cashless basis” if there is no effective registration for the underlying shares of common stock.

A holder of the Warrantswill not have the right to exercise any portion of the Prefunded Warrants, Series A Preferred Investment Options or Series B PreferredInvestment Options, as the case may be if the holder (together with its affiliates) would beneficially own more than 4.99% or 9.99%of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determinedin accordance with the terms of the Warrants. However, upon notice from the holder to the Company, the holder may increase the beneficialownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect tothe exercise, as such percentage ownership is determined in accordance with the terms of the Warrants, provided that any increase in thebeneficial ownership limitation will not take effect until 61 days following notice to the Company (the “Beneficial Ownership Limitation”).

Ifa fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every rightand power that we may exercise and will assume all of our obligations under the Warrants with the same effect as if such successor entityhad been named in such security itself. If our stockholders are given a choice as to the securities, cash or property to be receivedin a fundamental transaction, then the holders of the Warrants shall be given the same choice as to the consideration it receives uponany exercise of the Warrants following such fundamental transaction. In addition, holders of the Preferred Investment Options will havethe right to require us to repurchase its Preferred Investment Options for cash in an amount equal to the value of the remaining unexercisedportion of the Warrants based on the Black-Scholes option pricing formula. However, if the fundamental transaction is not within ourcontrol, including not approved by our board of directors, then the holder of Preferred Investment Options will only be entitled to receivethe same type or form of consideration (and in the same proportion), at the value per share of common stock in the fundamental transactionfor each share of common stock underlying the unexercised portion of the pre-funded warrants or preferred investment options, that isbeing offered and paid to our stockholder in connection with the fundamental transaction.

Inaddition, if at any time the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securitiesor other property pro rata to the record holders of any class of shares of common stock (the “Purchase Rights”), then theholder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holdercould have acquired if the holder had held the number of shares of common stock acquirable upon complete exercise of its Warrants (withoutregard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately beforethe date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the dateas of which the record holders of shares of common stock are to be determined for the grant, issue or sale of such Purchase Rights (provided,however, that, to the extent that the holder’s right to participate in any such Purchase Right would result in the holder exceedingthe Beneficial Ownership Limitation, then the holder shall not be entitled to participate in such Purchase Right to such extent (or beneficialownership of such shares of common stock as a result of such Purchase Right to such extent) and such Purchase Right to such extentshall be held in abeyance for the holder until such time, if ever, as its right thereto would not result in the holder exceeding theBeneficial Ownership Limitation).

Duringsuch time as the Warrants are outstanding, if the Company shall declare or make any dividend or other distribution of its assets (orrights to acquire its assets) to holders of shares of common stock, by way of return of capital or otherwise (including, withoutlimitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin-off, reclassification,corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), then, in each suchcase, the holders of the Warrants shall be entitled to participate in such Distribution to the same extent that the holders would haveparticipated therein if the holders had held the number of shares of common stock acquirable upon complete exercise of the Warrants (withoutregard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation).

Allof the Purchasers were “accredited investors” as such term is defined in Rule 501(a) under the Securities Act. The PlacementShares and Warrants were offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) ofRegulation D promulgated thereunder, and they were not offered pursuant to this prospectus or another prospectus. Accordingly, the SellingStockholders may sell the Placement Shares and, upon the exercise of the Warrants, the Warrant Shares only pursuant to an effective registrationstatement under the Securities Act covering the resale of those shares, an exemption under Rule 144 under the Securities Act or anotherapplicable exemption under the Securities Act.

In connection with the PrivatePlacement, we entered into a Registration Rights Agreement with the Purchasers, dated July 25, 2022 (the “Registration Rights Agreement”).The Registration Rights Agreement provides that we shall file a registration statement covering the resale of all of the Registrable Securities(as defined in the Registration Rights Agreement) with the SEC no later than ten calendar days after the date of the RegistrationRights Agreement, or August 4, 2022, and have the registration statement declared effective by the SEC as promptly as possible after thefiling thereof, but in any event no later than the 45^th calendar date after the date of the Registration Rights Agreement,or September 8, 2022, or, in the event of a “full review” by the SEC, the 75^th day after the date of the RegistrationStatement, or October 8, 2022.

Uponthe occurrence of any Event (as defined in the Registration Rights Agreement), which, among others, prohibits the Purchasers from resellingthe Securities for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days duringany 12-month period, we are obligated to pay to each Purchaser, on each monthly anniversary of each such Event, an amount in cash, aspartial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate subscription amount paid bysuch Purchaser pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages in full within seven daysafter the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permittedto be paid by applicable law) to the holder, accruing daily from the date such partial liquidated damages are due until such amounts,plus all such interest thereon, are paid in full.

Subjectto certain exceptions, neither we nor any of our security holders (other than the Purchasers in such capacity pursuant thereto) mayinclude the securities of the Company in any registration statements other than the Securities. We may not file any other registrationstatements until all Securities are registered pursuant to a registration statement that is declared effective by the SEC, provided thatwe may file amendments to registration statements filed prior to the date of the Registration Rights Agreement so long as no new securitiesare registered on any such existing registration statements.

June 2022 PublicOffering of Units and Prefunded Units

OnJune 22, 2022, we completed a public offering of (i) 772,157 units (“Units”), each Unit consisting of one share of commonstock and one warrant to purchase one share of common stock (each, a “Warrant”) for $1.90 per Unit; and (ii) 2,385,738prefunded units (“Prefunded Units”), each Prefunded Unit consisting of one prefunded warrant (a “Prefunded Warrant”) topurchase one share of common stock and one Warrant, for $1.8999 per Prefunded Unit. Subject to certain ownership limitations describedin the Warrants, the Warrants have an exercise price of $1.90 per share of common stock, are exercisable upon issuance and will expirefive years from the date of issuance. The exercise price of the Warrants is subject to adjustment for stock splits, reverse splits, andsimilar capital transactions as described in the warrants. In connection with the offering, the Company issued Warrants to purchase anaggregate of 3,157,895 shares of common stock.

Subjectto certain ownership limitations described in the Prefunded Warrants, the Prefunded Warrants are immediately exercisable and may be exercisedat a nominal consideration of $0.0001 per share of common stock any time until all of the Prefunded Warrants are exercised in full. Aholder will not have the right to exercise any portion of the Warrants or the Prefunded Warrants if the holder (together with its affiliates) wouldbeneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstandingimmediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrantsor the Prefunded Warrants, respectively. However, upon notice from the holder to the Company, the holder may increase the beneficialownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effectto the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants or the Prefunded Warrants, respectively,provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.

Ascompensation to Wainwright, as the exclusive placement agent in connection with the offering, the Company paid the Placement Agent acash fee of 7% of the aggregate gross proceeds raised in the offering, plus a management fee equal to 0.5% of the gross proceeds raisedin the offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Wainwright Agent warrantsto purchase up to 189,474 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants have substantiallythe same terms as the Warrants, except that the Placement Agent Warrants have an exercise price equal to $2.375 per share, and expireon the fifth anniversary from the date of the commencement of sales in the offering.

Inconnection with the offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) withcertain institutional investors on June 17, 2022. The Purchase Agreement contained customary representations and warranties and agreementsof the Company and the Purchasers and customary indemnification rights and obligations of the parties.

Theshares of common stock and Warrants underlying the Units, the Warrants and Prefunded Warrants underlying the Prefunded Units and thePlacement Agent Warrants described above and the underlying shares of common stock were offered pursuant to the Registration Statementon Form S-1 (File No. 333-264930), as amended, which was declared effective by the Securities and Exchange Commission on June 17, 2022.

TheCompany received net proceeds of approximately $5.1 million from the offering, after deducting the estimated offering expenses payableby the Company, including the Placement Agent fees. The Company intends to use the net proceeds from the offering for general corporatepurposes, including working capital, and the repurchase of certain existing warrants.

Series A Warrants

Inour November 2018 initial public offering and concurrent private placement, we issued units that included a total of 4,875 Series A Warrants.

Exercisability

Thewarrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their originalissuance for the Series A Warrants The warrants will be exercisable, at the option of each holder, in whole or in part by deliveringto us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of common stockunderlying the 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 the numberof shares of common stock purchased upon such exercise. If a registration statement registering the issuance of the shares of commonstock underlying the warrants under the Securities Act is not effective or available and an exemption from registration under the SecuritiesAct is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through acashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined accordingto the formula outlined in the warrant. No fractional shares of common stock will be issued in connection with the exercise of a warrant.In place of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price

ExerciseLimitation

Aholder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficiallyown in excess of 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as suchpercentage ownership is determined in accordance with the terms of the warrants.

ExercisePrice

Theweighted average exercise price per whole share of common stock purchasable upon exercise of the warrants is $7,758 per share for theSeries A Warrants. 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 any distributions of assets,including cash, stock or other property to our stockholders.

Transferability

Subjectto applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.

FundamentalTransactions

Inthe event of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalization orreclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any personor group becoming 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 holders wouldhave received had they exercised the warrants immediately prior to such fundamental transaction.

Rights asa Stockholder

Exceptas otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holder of a warrantdoes not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the warrant.

GoverningLaw

TheSeries A Warrants and the warrant agency agreement are governed by New York law.

Anti-TakeoverEffects of Nevada Law and the Articles of Incorporation and Bylaws

Certainprovisions of the Articles of Incorporation and Bylaws, and certain provisions of the NRS could make our acquisition by a third party,a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, arelikely to 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 qualified inits entirety by reference to the Articles of Incorporation and the Bylaws and the relevant provisions of the NRS.

Authorized butUnissued Shares

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

Ourauthorized capital includes “blank check” preferred stock. Our Board has the authority to issue preferred stock in one ormore classes or series and determine the price, designation, rights, preferences, privileges, restrictions and conditions, includingvoting and dividend rights, of those shares without any further vote or action by stockholders. The rights of the holders of common stockwill be subject to and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. Theissuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitionsand other corporate 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 connection witha proposed acquisition of our Company.

Action by WrittenConsent

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

Advance NoticeRequirements

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

Special Meetings

OurBylaws provide that special meetings of stockholders may only be called by the President or Chief Executive Officer. Business transactedat all special meetings shall be confined to the purposes stated in the notice of the meeting unless all stockholders entitled to voteare present and consent.

Board Vacancies

OurBylaws provide that any vacancy on our Board, howsoever resulting, may be filled by a majority vote of the remaining directors.

Removal of Directors

OurBylaws provide that any director may be removed either for or without cause at any special meeting of stockholders by the affirmativevote of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that noticeof intention to act upon such matter shall have been given in the notice calling such meeting.

Right to Alter,Amend or Repeal Bylaws

OurBylaws provide that they may be altered, amended or repealed at any meeting of the Board at which a quorum is present, by the affirmativevote of a majority of the Directors present at such meeting.

Indemnificationof Officers and Directors and Insurance

OurBylaws provide for the limitation of liability of our directors and the indemnification of our directors and officers to the fullestextent permitted under Nevada law. Our directors and officers may be liable for a breach or failure to perform their duties in accordancewith Nevada law only if their breach or failure to perform constitutes gross negligence, willful misconduct or intentional harm to ourCompany or 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.

UnderNevada law, 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 was unlawful.We may not indemnify a director or officer if the person was adjudged liable to us or in the event it is adjudicated that the directoror officer received an improper personal benefit.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling personspursuant to the 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-TakeoverStatutes

TheNRS contains provisions restricting 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 periodof two years following the date such stockholder becomes an interested stockholder. The NRS defines an interested stockholder, generally,as a 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 those personsacting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interest and (ii) acquirewithin 90 days immediately preceding the date when the acquiring person became an acquiring person. An “issuing corporation”is a corporation organized in Nevada that has two hundred or more stockholders, at least one hundred of who are stockholders of recordand residents of Nevada, and which does business in Nevada directly or through an affiliated corporation. The NRS also permits directorsto resist a change or potential change in control of the corporation if the directors determine that the change or potential change isopposed to or not in the best interest of the corporation.

Options

Asof August 3, 2022, the Company had 1,354 stock options and RSUs issued and outstanding.

Warrants

Asof August 3, 2022, the Company had 8,893,473 warrants issued and outstanding.

Nevada Business CombinationStatutes

The“business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, (the “NRS”),generally prohibit a Nevada corporation with at least 200 stockholders of record from engaging in various “combination” transactionswith any interested stockholder for two years after the date of the transaction in which the person became an interested stockholderunless the transaction is approved by the Board before the date the interested stockholder obtained such status or the combination isapproved by the Board and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representingat least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the 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 value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregatemarket value equal to 5% or more of the aggregate market value of all outstanding voting shares of the corporation, (c) more than10% of the earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder oran affiliate or associate of an interested stockholder.

Ingeneral, an “interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or withintwo years, did own) 10% or more of the voting power of the outstanding voting shares of a corporation. The statute could prohibitor delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even thoughsuch a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Transfer Agent andRegistrar

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

Nasdaq Capital Market

Ourcommon stock and Series A Warrants are listed on the Nasdaq Capital Market under the symbol “TBLT” and “TBLTW,”respectively.

Penny Stock Regulation

TheSEC has adopted regulations that generally define “penny stock” to be any equity security that has a market price of lessthan five dollars ($5.00) per share or an exercise price of less than five dollars ($5.00) per share. Such securities are subjectto rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules,the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’swritten consent 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 stock market.The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotationsfor the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’spresumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price informationfor the penny stock held in the account and information on the limited market in penny stocks. As our common stock immediately followingthis offering may be subject to such penny stock rules, purchasers in this offering will in all likelihood find it more difficult tosell their common stock shares in the secondary market.

Dividend Policy

Todate, we have never declared a dividend for our common stock. We currently intend to retain future earnings, if any, to finance the expansionof our business 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, financial condition,capital requirements and investment opportunities.

PLANOF DISTRIBUTION

EachSelling Stockholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of theirsecurities covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securitiesare traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or moreof the following methods when selling securities:

TheSelling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available,rather than under this prospectus.

Broker-dealersengaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) inamounts to be negotiated, but except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excessof a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdownin compliance with FINRA Rule 2121.

Inconnection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealersor other financial institutions, which may, in turn, engage in short sales of the securities in the course of hedging the positions theyassume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loanor pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into optionor other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require thedelivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealeror other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

TheSelling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealersor agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discountsunder the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,directly or indirectly, with any person to distribute the securities.

TheCompany is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Companyhas agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities underthe Securities Act.

Weagreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the SellingStockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirementfor the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule ofsimilar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act orany other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if requiredunder applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless theyhave been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirementis available and is complied with.

Underapplicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneouslyengage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of theExchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of thecommon stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholdersand have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (includingby compliance with Rule 172 under the Securities Act).

SELLINGSTOCKHOLDERS

The common stock being offeredby the Selling Stockholders are those previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, uponexercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “July2022 Private Placement of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit theSelling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and thewarrants, the Selling Stockholders have not had any material relationship with us within the past three years.

Thetable below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock byeach of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder,based on its ownership of the shares of common stock and warrants, as of August 3, 2022, assuming the exercise of the warrants held bythe Selling Stockholders on that date, without regard to any limitations on exercises.

Thethird column lists the shares of common stock being offered by this prospectus by the Selling Stockholders.

In accordance with the termsof a registration rights agreement with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) thenumber of shares of common stock issued to the Selling Stockholders in the “July 2022 Private Placement of Common Stock and Warrants”described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determinedas if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statementwas initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subjectto adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. Thefourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

Underthe terms of the warrants and other warrants held by Selling Stockholders, a Selling Stockholder may not exercise any such warrants tothe extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficiallyown a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock followingsuch exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which havenot been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders maysell all, some or none of their shares in this offering. See “Plan of Distribution.”

*Less than 1%.

EXPERTS

Ourconsolidated financial statements for the fiscal years ended December 31, 2021 and 2020 included in our Annual Report on Form 10-K forthe fiscal year ended December 31, 2021 and incorporated by reference into this prospectus have been audited by Marcum LLP, an independentregistered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financialstatements have been so incorporated in reliance upon the report of such firm (which report expresses an unqualified opinion and includesan explanatory paragraph regarding the Company’s going concern uncertainty) given upon their authority as experts in auditingand accounting.

LEGALMATTERS

Carmel,Milazzo & Feil LLP, New York, New York, is acting as counsel in connection with the registration of our securities under the SecuritiesAct, and as such, will pass upon the validity of the securities offered in this prospectus.

WHEREYOU CAN FIND MORE INFORMATION

Wehave filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered in thisprospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forthin the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulationsof the SEC. For further information about us and our common stock, we refer you to the registration statement and to its exhibits andschedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily completeand, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement,with each such statement being qualified in all respects by reference to the document to which it refers. Anyone may inspect and copythe registration statement and its exhibits and schedules at the Public Reference Room the SEC maintains at 100 F Street, N.E., Washington,D.C. 20549. You may obtain further information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330.You may also inspect the registration statement and its exhibits and schedules and other information without charge at the website maintainedby the SEC. The address of this site is www.sec.gov.

Wealso file periodic reports, proxy statements and other information with the SEC. These reports, proxy statements and other informationwill be available for inspection and copying at the public reference room and website of the SEC referred to above. We also maintaina website at www.toughbuilt.com, by which you may access these materials free of charge as soon as reasonably practicableafter they are electronically filed with, or furnished to, the SEC. The information that is contained on, or that may be accessed through,our website is not a part of this prospectus. We have included our website in this prospectus solely as an inactive textual reference.

INCORPORATIONOF CERTAIN INFORMATION BY REFERENCE

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

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

Weincorporate by reference the following documents listed below (excluding any document or portion thereof to the extent such disclosureis furnished and not filed): 

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

Thisprospectus forms part of a registration statement on Form S-1 that we filed with the SEC. This prospectus does not contain all of theinformation set 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, we referyou to the registration statement and the exhibits and schedules filed as a part of the registration statement and the documents incorporatedby reference herein and therein. You should rely only on the information incorporated by reference or provided in this prospectus andregistration statement. We have not authorized anyone else to provide you with different information. You should not assume that theinformation in this prospectus and the documents incorporated by reference herein and therein is accurate as of any date other than therespective dates thereof.

Allreports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to thetermination of this offering, including all such documents we may file with the SEC after the date of the initial registration statementand prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, theSEC, 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.

Anyinformation in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that informationin this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replacessuch information.

 Uponwritten or oral request, we will provide you without charge a copy of any or all of the documents that are incorporated by referenceinto this prospectus including but limited to financial statement information and exhibits that are specifically incorporated by referenceinto such documents. Requests should be directed to ToughBuilt Industries, Inc., Attention: Martin Galstyan, CFO, 8669 Research Drive,Irvine, CA 92618, 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 deemed to beincorporated in this prospectus or the registration statement of which it forms a part.

TheSEC maintains an internet website that contains reports, proxy and information statements and other information regarding the issuersthat file electronically with the SEC, including the Company, and can be accessed free of charge on the SEC’s website, http://www.sec.gov.

ToughBuilt Industries,Inc.

12,240,000 Shares ofCommon Stock

PROSPECTUS

_________________, 2022

PartII

INFORMATIONNOT REQUIRED IN PROSPECTUS

Item 13. Other Expensesof Issuance and Distribution.

Thefollowing table sets forth the expenses in connection with this registration statement. All of such expenses are estimates, other thanthe filing fees payable to the Securities and Exchange Commission. The Company will bear all of the costs incurred in connection withthis registration statement.

*Estimate

Item 14. Indemnificationof Directors and Officers.

TheCompany’s Articles of Incorporation and Bylaws provide that, to the fullest extent permitted by the laws of the State of Nevada,any officer or director of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or wasor has agreed to serve at the request of the Company as a director, officer, employee or agent of the Company, or while serving as adirector or 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 taken or omitted insuch capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetarydamages against the Indemnitee to the fullest extent permitted under Section 78.7502 of the Nevada Revised Statutes as in existence onthe date hereof.

Theindemnification provided shall be from and against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlementactually and 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.

Inthe case of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favorby reason of the fact that he or she is or was 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, employee oragent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, no indemnification shallbe made in respect of any claim, issue or matter as to which the indemnitee shall have been adjudged to be liable to the Company unless,and only 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.

Thetermination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,shall not, 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.

Tothe extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controllingour company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is againstpublic policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities(other than 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 expressed inthe Securities Act and will be governed by the final adjudication of that issue.

Inany placement agent agreement we enter into in connection with the sale of the securities being registered hereby, the Placement Agentwill agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of theSecurities Act of 1933, as amended, or the Securities Act, against certain liabilities.

Item 15. Recent Salesof Unregistered Securities.

Setforth below is information regarding shares of capital stock issued by us within the past three years which were not registered underthe Securities Act.

Private Placement

OnJuly 27, 2022, we consummated the closing of a private placement (the “Private Placement”), pursuant to the terms and conditionsof the Securities Purchase Agreement, dated as of July 25, 2022 (the “Purchase Agreement”), by and among the Company andcertain purchasers named on the signature pages thereto (the “Purchasers”). At the closing of the Private Placement, theCompany issued (i) 700,000 shares of common stock (the “Placement Shares”), (ii) the pre-funded warrants (the “PrefundedWarrants”) to purchase an aggregate of 3,300,000 shares of common stock; (iii) Series A Preferred Investment Optionsto purchase an aggregate of 4,000,000 shares of common stock exercisable immediately until the third anniversary of such date for $5.00per share, subject to adjustment; and (iv) Series B Preferred Investment Options to purchase an aggregate of 4,000,000 shares ofcommon stock exercisable immediately until the second anniversary of such date for $5.00 per share, subject to adjustment. The purchaseprice of each Placement Share and associated Preferred Investment Option was $5.00 and the purchase price of each Prefunded Warrant andassociated Preferred Investment Option was $4.9999. H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusiveplacement agent for the Private Placement. As part of Wainwright’s compensation, we issued designees of Wainwright warrants (the“Wainwright Warrants”) to purchase up to 240,000 shares of our common stock, which is equivalent to 6.0% of the PlacementShares and Prefunded Warrants sold in the Private Placement for $6.25 per share until July 28, 2025.

TheCompany issued the foregoing securities 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 Warrants

Aspreviously reported by the Company on a Current Report on Form 8-K filed with the SEC on February 17, 2022, on February 15, 2022, theCompany entered into the February Purchase Agreement with institutional investors named therein, pursuant to which the Company issued,in a registered direct offering, an aggregate of $5,000,000 of Preferred Stock (split evenly among Series F Preferred Stock and SeriesG Preferred Stock, the “Preferred Stock”). The shares of Preferred Stock have a stated value of $1,000 per share and areconvertible, following the date of the issuance thereof, into an aggregate of 83,334 shares of common stock of the Company upon the conversionof Series F Preferred Stock and into an aggregate of 83,334 shares of common stock of the Company upon the conversion of Series G PreferredStock, at a conversion price of $30 per share each. Though the Preferred Stock and the underlying shares of common stock were offeredpursuant 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 exerciseprice of $37.65 per share.

Ascompensation to Wainwright, as the exclusive placement agent in connection with the offering issued to designees of Wainwright warrantsto purchase up to 10,000 shares of common stock (the “Wainwright February Warrants”). The Wainwright February Warrants areexercisable for $37.50 until February 15, 2027.

TheCompany issued the February Warrants and the Wainwright February Warrants pursuant to the exemption from the registration requirementsof the Securities Act, available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder.

Issuance of SeriesE Non-Convertible Preferred Stock

Aspreviously reported by the Company on Forms 8-K filed with the SEC on November 23, 2020 and April 1, 2021, on November 20, 2020, pursuantto an exchange agreement, dated November 20, 2022 (the “Exchange Agreement”), between the Company and an institutional investor(the “Investor”), the Investor exchanged their Series A Senior Secured Convertible Note, Series B Senior Convertible Note,and common stock purchase warrants originally purchased pursuant to a Securities Purchase Agreement, dated August 19, 2019 (the “PurchaseAgreement”). Pursuant to the Exchange Agreement, the Investor exchanged their securities and agreed to extinguish its first prioritylien on all of the assets of the Company for (i) a cash payment of $744,972; (ii) 12,334 shares of the Company’s commonstock; (iii) a warrant to purchase up to an aggregate of 3,834 shares of the common stock for $150 per share, subject to anti-dilutionprotection, until August 19, 2024; and (iv) nine shares of Series E Non-Convertible Preferred Stock (the “Series E PreferredStock”) of the Company. On March 26, 2021, the Company issued nine shares of such Series E Preferred Stock to the Investor.The Company issued foregoing shares of common stock, warrant and Series E Preferred Stock in reliance upon Section 3(a)(9) of theSecurities Act as involving an exchange by the Company exclusively with its security holders. In connection with the Company’sFebruary 2022 registered direct offering, on February 15, 2022, the warrant was amended to increase the number of shares of common stockissuable upon the exercise of the warrant to 76,667 shares of common stock for $7.50 per share. In connection with the Company’spublic offering of units and prefunded units in June 2022, the warrant was terminated and the nine shares of Series E Preferred Stockwere redeemed and canceled.

Item 16. Exhibitsand Financial Statement Schedules.

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

(b) FinancialStatement Schedules: 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.

Theundersigned registrant hereby undertakes:

1.      Tofile, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)     Toinclude any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)    Toreflect in the prospectus 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 the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offeringrange may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, thechanges in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculationof Registration Fee” table in the effective registration statement.

(iii)   Toinclude any material information with respect to the plan of distribution not previously disclosed in the registration statement or anymaterial change to such information in the registration statement.

2.      Forthe purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a formof prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of suchsecurities at that time shall be deemed to be the initial bona fide offering thereof.

3.      Toremove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the terminationof the offering.

4.      Forthe purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)     Ifthe registrant is relying on Rule 430B:

(a)     Eachprospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as ofthe date the filed prospectus was deemed part of and included in the registration statement; and

(b)    Eachprospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in relianceon Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing theinformation required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in theregistration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the firstcontract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes ofthe issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registrationstatement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securitiesat that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registrationstatement or 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 of contractof sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus thatwas part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)    Ifthe registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statementrelating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance onRule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement ormade in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of theregistration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statementthat was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediatelyprior to such date of first use.

5.      Forthe purposes of determining liability under the Securities Act of 1933 to any purchaser in the initial distributions of thesecurities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant tothis registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities areoffered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to thepurchaser and will be considered to offer or sell such securities to such purchaser:

(i)     Anypreliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    Anyfree writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by theundersigned registrant;

(iii)   Theportion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantor its securities provided by or on behalf of the undersigned registrant; and

(iv)   Anyother communication that is an offer in the offering made by the undersigned registrant to the purchaser.

6.      Theundersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificatesin such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

7.      Theundersigned registrant hereby undertakes that:

(i)     Forpurposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectusfiled as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrantpursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registrationstatement as of the time it was declared effective.

(ii)    Forthe purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a formof prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of suchsecurities at that time shall be deemed to be the initial bona fide offering thereof.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling personspursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against publicpolicy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against suchliabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in thesuccessful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connectionwith the 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 of whether such indemnification is against public policy as expressed in theSecurities Act, and we will be governed by the final adjudication of such issue.

EXHIBITINDEX

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signedon its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 3^rd day ofAugust 2022.

POWER OF ATTORNEY

KNOWALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Panosian and Martin Galstyanhis/her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him/her and in his name,place and 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 all otherdocuments in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full powerand authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully forall intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent,or any substitute or substitutes for him, may lawfully do or cause to be done by virtue hereof.

Pursuantto the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacitiesand on the dates indicated.