TOMI Environmental Solutions, Inc. (TOMZ) SEC Filings

TOMI Environmental Solutions, Inc. (TOMZ) reports that as of September 1, 2026, holders of its convertible notes with an aggregate principal amount of $2,475,000 have converted those notes into common stock under the notes’ terms, as amended. The Company issued 1,649,989 shares of common stock upon these conversions.

Following the conversions, the Company states that shareholders’ equity is approximately $3.8 million as of September 1, 2026, which is above the $2.5 million minimum shareholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1). The Company also notes there can be no assurances that the Nasdaq Hearings Panel will determine that compliance has been regained.

TOMI Environmental Solutions reported strong top-line growth for the three and six months ended June 30, 2026. Q2 2026 revenue was $2,246,909, up 118% from Q2 2025 and 36% sequentially, with six‑month revenue rising 50% to $3,901,136. Gross profit more than doubled to $1,385,306, and gross margin reached 61.7%.

Total operating expenses declined 10% year over year to $1,629,448, improving loss from operations to $(244,142) from $(1,132,689). Net loss narrowed to $(382,299), or $(0.05) per share, versus $(1,237,516) or $(0.19) per share a year earlier. Cash and equivalents were $321,899, shareholders’ equity improved to $1,428,436, and working capital increased to $1,818,000.

The company reaffirmed full‑year 2026 revenue guidance of at least $12.0 million (113% year‑over‑year growth) and reported a sales order backlog of $2.2 million at June 30, 2026, expanding to $2.6 million post‑quarter, alongside a commercial sales pipeline of about $35 million. TOMI signed a definitive merger agreement with Carbonium Core under which Carbonium stockholders will receive 19.99% of common stock at closing plus Series C preferred stock convertible into 90% of the combined company, contingent on shareholder approval and a required $10 million concurrent financing. The company also effected a 1‑for‑3 reverse stock split and received new EPA unconditional registration for SteraMist AgriMist, while expanding EU/UK regulatory coverage to 11 countries.

TOMI Environmental Solutions, Inc. reported stronger operating results for the quarter ended June 30, 2026. Sales were $2.25 million for the quarter and $3.90 million for the first half of 2026, up significantly year over year, driven mainly by higher product revenue in the United States and internationally.

Gross profit for the first half rose to $2.22 million, while operating expenses declined about 12%, reducing the operating loss to $0.87 million from $1.89 million a year earlier. Net loss for the first half was $1.19 million, and cash used in operations was $1.30 million.

At June 30, 2026 the company held $321,899 in cash, working capital of about $1.82 million, shareholders’ equity of $1.43 million, and $3.14 million in 12% convertible notes. Management disclosed that these conditions raise substantial doubt about the company’s ability to continue as a going concern and outlined plans involving an equity line of credit, a $50 million shelf, cost controls, a growing SIS/CES pipeline of about $4.3 million, and a pending merger with Carbonium Core, Inc., though completion of the merger is not assumed in the plan.

TOMI Environmental Solutions reaffirmed its expectation to achieve at least $12 million in revenue for 2026, citing strong first-half trends with sales and receipts up over 100% versus 2025 and already exceeding full-year 2025 sales. The company reports more than $6.2 million in booked and expected orders before year-end and a $35 million sales pipeline, of which about $8.6 million is in advanced stages. TOMI continues to work toward closing its merger with Carbonium Core in the second half of 2026, leveraging Carbonium’s pilot to produce nuclear-grade graphite supported by U.S. Department of Energy and other government backing.

All four key operating metrics—BIT Solution sales, mobile equipment sales, single applicator sales, and support services—showed both year-over-year and sequential growth in the second quarter of 2026. TOMI is targeting new markets such as robotaxis, biosecurity, drones, and humanoid robotics, while expanding internationally with SteraMist approvals across multiple European countries and deepening partnerships in Europe, Israel, Puerto Rico, Argentina, and Chile.

The company is closely involved as NSF revises Biosafety Cabinet decontamination standards toward performance-based criteria, an area where SteraMist iHP technology is highlighted. High-value pipeline opportunities include two projects of roughly $1 million each, a bid to supply eight Hybrid Systems, expanded defense-sector relationships in Korea and Canada, a developing partnership with the U.S. Defense Logistics Agency to streamline procurement, and a pharmaceutical customer approved for about $500,000 in SteraMist systems. Management emphasizes three consecutive quarters of growth and views the Carbonium merger as a strategic move into high-growth nuclear materials, citing an International Energy Agency projection that nuclear project investment may need to reach $120 billion annually by 2030.

TOMI Environmental Solutions, Inc. is implementing a 1-for-3 reverse stock split of its common stock and Series A Preferred Stock (together, the Voting Stock), effective at the start of trading on July 20, 2026.

Shareholders holding a majority of the voting power approved a reverse split range of 1-for-3 to 1-for-6 by written consent on June 4, 2026, and the board selected the 1-for-3 ratio. Pre-split shares outstanding were 24,427,465 as of June 30, 2026.

The split reclassifies every three issued and outstanding shares into one share without changing par value, proportionally adjusts outstanding options, warrants and restricted stock units, but leaves the number of authorized common and preferred shares unchanged. No fractional shares will be issued; any fractional entitlement will be rounded up to one whole share. Trading on The Nasdaq Capital Market will continue on a split-adjusted basis under ticker TOMZ, with new CUSIP 890023302.

TOMI Environmental Solutions, Inc. will implement a 1-for-3 reverse stock split of its common stock and Series A preferred stock, together described as its voting stock. The action is expected to become effective on July 20, 2026, Eastern Time, with trading on a split-adjusted basis beginning at that day’s market open.

At the effective time, every three shares of voting stock issued and outstanding will automatically convert into one share. No fractional shares will be issued; holders otherwise entitled to a fractional share will receive one full post-split share instead. The number of authorized common and preferred shares will remain unchanged. Outstanding options and warrants will be adjusted proportionately, including corresponding changes to exercise prices, and the common stock will trade under a new CUSIP number, 890023302.

TOMI Environmental Solutions plans to merge with Carbonium Core, a U.S. developer of graphite and rare earth metals for advanced nuclear and critical infrastructure markets. Under the merger agreement, and after required stockholder approval, former Carbonium shareholders are expected to own about 90% of the combined company’s common stock.

The deal is targeted to close in the third quarter of 2026, subject to conditions including at least $10 million in financing and approval of a Nasdaq listing application. TOMI highlights the transaction as a strategic move into nuclear energy materials, with potential benefits such as entry into a high‑growth sector, stronger access to capital, improved Nasdaq compliance, and technology integration between Carbonium’s materials and TOMI’s disinfection and biosafety platforms.

TOMI Environmental Solutions, Inc. reports that holders of a majority of its voting stock approved two major corporate actions by written consent. First, they removed a limitation on issuing more than 19.99% of the company’s common stock under a November 5, 2025 purchase agreement with Hudson Global Ventures, LLC. Second, they authorized the Board to implement one or more reverse stock splits of the common stock at a ratio between 1-for-3 and 1-for-6, at any time within one year, with full discretion to choose the timing, exact ratio, or not to proceed. These actions will become effective 20 days after the definitive Schedule 14C information statement is mailed to shareholders of record.

TOMI Environmental Solutions, Inc. furnished an Information Statement to shareholders notifying them that holders of a majority of voting power approved two corporate actions by written consent: (1) shareholder approval to permit issuance above a 19.99% exchange cap under an equity line purchase agreement with Hudson Global Ventures, LLC, and (2) authorization for the Board to implement a reverse stock split at a ratio of 1-for-3 to 1-for-6 within one year.

The Record Date was May 19, 2026. The Written Consent was delivered by holders of 12,295,800 shares, representing approximately 52.58% of voting power. The equity line permits up to $20,000,000 of potential purchases (aggregate cap) and an Exchange Cap of 4,043,018 shares (~19.99%); the company drew $94,130 in February 2026. The Reverse Stock Split would be used to address Nasdaq minimum bid-price requirements and, if effected at 1-for-6, would reduce common shares to 3,886,744.