Tomi Environmental Solutions I SEC Filings

TOMI Environmental Solutions, Inc. reported the results of its 2025 Annual Meeting of Shareholders held on November 19, 2025. Shareholders elected Francesco Fragasso and Harold Paul as Class II directors to serve three-year terms expiring at the 2028 Annual Meeting, with Fragasso receiving 10,310,356 votes for and 108,880 withheld, and Paul receiving 10,253,327 votes for and 165,909 withheld, plus 2,213,789 broker non-votes for each.

Of the 20,075,205 shares of voting stock outstanding as of the September 29, 2025 record date, 12,633,025 shares were represented, constituting a quorum. Shareholders also ratified the appointment of Rosenberg Rich Baker Berman & Co. as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 12,419,062 votes for, 180,804 against, and 33,159 abstentions.

TOMI Environmental Solutions (Nasdaq: TOMZ) filed an S-3 shelf registration to offer, from time to time, up to $50,000,000 of common stock, preferred stock, debt securities, warrants, rights, and units. The company may sell these securities in one or more offerings, with final amounts, prices, and terms to be set in accompanying prospectus supplements.

The filing allows sales through underwriters, dealers, agents, direct placements, or a combination of methods. Net proceeds, if and when securities are sold, are intended for general corporate purposes, which may include working capital, capital expenditures, debt repayment, investments, acquisitions, and potential repurchases or redemptions of securities.

TOMI’s common stock trades on Nasdaq under “TOMZ”; the closing price was $0.81 per share on November 13, 2025. As of November 14, 2025, shares outstanding were 20,225,205. The company is authorized to issue 250,000,000 shares of common stock and has 63,750 shares of Series A preferred stock outstanding.

TOMI Environmental Solutions (TOMZ) entered an Equity Purchase Agreement with Hudson Global Ventures, giving the company the right, but not the obligation, to sell up to $20,000,000 of common stock over a 24‑month period, subject to conditions.

Sales can occur only after a registration statement is effective. For each draw, the purchase price per share will equal 92% of the lesser of: (i) the average of the three lowest trading prices over the ten trading days before the Put Date, or (ii) the lowest closing price during the Valuation Period defined in the agreement.

Under Nasdaq rules, issuances are limited to an Exchange Cap of 19.99% of shares outstanding immediately prior to the agreement unless stockholder approval is obtained. TOMI will issue 52,000 commitment shares to Hudson as consideration for the facility. The company may send Put Notices from time to time during the commitment period and may terminate the agreement by written notice, while Hudson is not required to purchase shares above the Exchange Cap.

TOMI Environmental Solutions (TOMZ) reported an initial insider ownership filing. A company director filed a Form 3 effective 09/11/2025 and reported no securities beneficially owned. The filing was made by one reporting person and marks the individual’s relationship as Director. This is a routine disclosure of insider ownership and does not announce any transactions.

Insider award and holdings update: The Chief Financial Officer of TOMI Environmental Solutions, Inc. acquired a one-time sign-on grant of 100,000 time-based restricted stock units (RSUs) on 10/06/2025. The RSUs vest in three equal installments on 06/17/2025, 06/17/2026, and 06/17/2027, and each RSU converts to one share upon vesting. Following the grant the reporting person beneficially owns 100,000 shares in total, consisting of 66,667 unvested RSUs and 33,333 shares of common stock.

The transaction was reported on 10/08/2025 using Transaction Code V (grant or award). The grant price reported is $0, reflecting a time-based equity award rather than a purchase. The filing is a Form 4 by one reporting person who is an officer (CFO) and director.

Paul Harold, identified as a director of TOMI Environmental Solutions, Inc. (TOMZ), reported beneficial ownership following an event dated 09/25/2025. He holds 61,300 shares of common stock directly and owns 3,125 common stock purchase options exercisable from 02/03/2016 and expiring 02/03/2026 with an exercise price of $4.4. The filing is an initial Form 3 reporting these holdings under Section 16.

TOMI Environmental Solutions reported recognized revenue of $1.03 million for the quarter ended June 30, 2025, a 66% decline from $3.01 million a year earlier, driven primarily by customers deferring capital projects. Service and training revenue rose 33% to $378,000 in the quarter and 46% to $955,000 for the six months, while product sales fell year-over-year.

Gross margin improved to 66% from 62%. The company recorded a net loss of $1.24 million for the quarter and a six-month loss of $1.49 million. Cash totaled $569,450 and accumulated deficit was $55.8 million, and management disclosed substantial doubt about the company’s ability to continue as a going concern. Convertible notes outstanding totaled $3.035 million (net $2.78 million). Subsequent events include regained Nasdaq minimum bid price compliance and additional convertible note proceeds.