UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 14, 2025

 

TOMI ENVIRONMENTAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

  

Florida

 

000-09908

 

59-1947988

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

8430 Spires Way

Frederick, Maryland 21701

(Address of principal executive offices) (Zip Code)

 

(800) 525-1698

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

TOMZ

Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 8.01 Other Events.

 

On January 14, 2025, TOMI Environmental Solution, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) confirming that the Company has regained compliance with NASDAQ’s minimum bid price continuing listing requirement as set forth in Listing Rule 5550(a)(2) and that the matter was now closed.  On January 15, the Company issued a press release announcing such compliance, a copy of which is attached as Exhibit 99.2 which is incorporated by reference herein.

 

At the Annual Meeting of Stockholders of the Company held on November 19, 2024, stockholders approved a proposal that provided the Company with the authority to effect a reverse stock split of the Company’s common stock, if necessary, in order to regain compliance with NASDAQ’s $1.00 minimum bid price requirement. In light of the letter from NASDAQ on January 14, 2025 confirming that the Company has regained compliance, the Company does not intend at this time to implement any reverse stock split.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

See the Exhibit Index below, which is incorporated by reference herein.

 

Exhibit No.

 

Description

99.1

 

Letter from Nasdaq dated January 14, 2025

99.2

 

Press Release dated January 15, 2025

104

 

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

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TOMI ENVIRONMENTAL SOLUTIONS, INC.

 

 

 

 

 

Date: January 15, 2025

By:

/s/ Halden S. Shane

 

 

 

Name: Halden S. Shane

 

 

 

Title: Chief Executive Officer

 

 

 

3

 

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Cover
Jan. 14, 2025
Cover [Abstract]  
Entity Registrant Name TOMI ENVIRONMENTAL SOLUTIONS, INC.
Entity Central Index Key 0000314227
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jan. 14, 2025
Entity File Number 000-09908
Entity Incorporation State Country Code FL
Entity Tax Identification Number 59-1947988
Entity Address Address Line 1 8430 Spires Way
Entity Address City Or Town Frederick
Entity Address State Or Province MD
Entity Address Postal Zip Code 21701
City Area Code 800
Local Phone Number 525-1698
Security 12b Title Common Stock, $0.01 par value per share
Trading Symbol TOMZ
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material true
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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