TOMI Environmental Solutions, Inc. Announces Filing of $50 Million Universal Shelf Registration Statement and Equity Line of Credit

Rhea-AI Summary

TOMI Environmental Solutions (NASDAQ: TOMZ) filed a $50 million universal shelf registration statement on Form S-3 with the SEC on November 17, 2025, enabling the company to offer and sell securities from time to time up to the aggregate amount once the shelf is declared effective.

Concurrent with the filing, TOMI entered a strategic advisory and placement arrangement with Bancroft Capital and established an equity line of credit (ELOC) with Hudson Global Ventures, LLC that allows TOMI to sell up to $20,000,000 of common stock over a 24-month period. Management cited Q3 sequential revenue growth, improved gross margins, and expanding adoption of SteraMist technology as drivers for pursuing added financing flexibility to support growth, manufacturing, product development, and global distribution.

Positive

• $50M universal shelf registration filed
• $20M ELOC available over 24 months
• Strategic placement advisor engaged: Bancroft Capital

Negative

• Potential shareholder dilution from up to $50M in future offerings
• ELOC sales of common stock could dilute shares over the 24-month term

FREDERICK, Md., Nov. 17, 2025 (GLOBE NEWSWIRE) -- TOMI Environmental Solutions, Inc. (NASDAQ: TOMZ), a global provider of disinfection and decontamination essentials through its premier Binary Ionization Technology® (BIT™) platform, today announced that it has filed a $50 million universal shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”).

Once declared effective, the registration statement will allow TOMI to offer and sell, from time to time, up to an aggregate amount of securities as described in the filing. This shelf registration provides TOMI with the financial flexibility to efficiently access capital as needed to support its operational growth, product development, and long-term strategic initiatives.

In connection with this filing, TOMI has entered into a strategic advisory and placement arrangement with Bancroft Capital and established an equity line of credit (“ELOC”) facility with Hudson Global Ventures, LLC. The ELOC provides TOMI the right to sell to Hudson Global Ventures, LLC up to $20,000,000 of its common stock from time to time over a 24 month period.

Dr. Halden Shane, Chief Executive Officer of TOMI, commented, “This equity line of credit provides us with added financial flexibility to support our growth. In Q3 we saw strong sequential revenue growth, improved gross margins and expanding customer adoption of our SteraMist® technology and this financing allows us to to strategically accelerate investments in innovation, manufacturing efficiency, and global distribution. We remain focused on sustainable growth, profitability, and delivering long-term value for our shareholders.”

About TOMI™ Environmental Solutions, Inc.: Innovating for a safer world®

TOMI™ Environmental Solutions, Inc. (NASDAQ:TOMZ) is a global decontamination and infection prevention company, providing environmental solutions for indoor surface disinfection through the manufacturing, sales and licensing of its premier Binary Ionization Technology® (BIT™) platform. Invented under a defense grant in association with the Defense Advanced Research Projects Agency (DARPA) of the U.S. Department of Defense, BIT™ solution utilizes a low percentage Hydrogen Peroxide as its only active ingredient to produce a fog of ionized Hydrogen Peroxide (iHP™). Represented by the SteraMist® brand of products, iHP™ produces a germ-killing aerosol that works like a visual non-caustic gas.

TOMI products are designed to service a broad spectrum of commercial structures, including, but not limited to, hospitals and medical facilities, cruise ships, office buildings, hotel and motel rooms, schools, restaurants, meat and produce processing facilities, military barracks, police and fire departments, and athletic facilities. TOMI products and services have also been used in single-family homes and multi-unit residences.

TOMI develops training programs and application protocols for its clients and is a member in good standing with The American Biological Safety Association, The American Association of Tissue Banks, Association for Professionals in Infection Control and Epidemiology, Society for Healthcare Epidemiology of America, America Seed Trade Association, and The Restoration Industry Association.

For additional information, please visit https://www.steramist.com or contact us at info@tomimist.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, statements regarding growth of revenue and improved profitability and ability to raise capital under equity line of credit. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, our ability to acquire new customers and expands sales; our ability to maintain and manage growth and generate sales, our reliance on a single or a few products for a majority of revenues; the general business and economic conditions; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed by us with the SEC and other periodic reports we filed with the SEC. The information provided in this document is based upon the facts and circumstances known at this time. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and we undertake no duty to update such information, except as required under applicable law.

INVESTOR RELATIONS CONTACT:  

John Nesbett/Rosalyn Christian  

IMS Investor Relations  

tomi@imsinvestorrelations.com  

FAQ

What did TOMI (NASDAQ: TOMZ) file with the SEC on November 17, 2025?

TOMI filed a $50 million universal shelf registration statement on Form S-3 with the SEC.

How large is TOMI's equity line of credit and who is the counterparty?

TOMI established an ELOC allowing up to $20,000,000 of common stock sales to Hudson Global Ventures, LLC over 24 months.

Will the shelf registration immediately allow TOMI to sell shares?

The shelf allows offers once the registration statement is declared effective by the SEC; effectiveness is required before sales under the shelf.

How does the ELOC affect TOMI shareholders (TOMZ)?

The ELOC provides financing flexibility but may result in share dilution if TOMI sells common stock under the facility.

Who is advising TOMI on the placement related to the shelf filing?

TOMI entered a strategic advisory and placement arrangement with Bancroft Capital.

Why did TOMI pursue the shelf registration and ELOC according to management?

Management cited support for operational growth, product development, manufacturing efficiency, and global distribution after Q3 sequential revenue growth and improved gross margins.