Welcome to our dedicated page for Tomi Environmental Solutions I SEC filings (Ticker: TOMZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
TOMI Environmental Solutions, Inc. filings document the company's disinfection and decontamination business, including SteraMist iHP, Binary Ionization Technology, BIT Solution consumables, integrated systems, mobile equipment and iHP Corporate Service activity. Material-event reports include operating and financial results, regulatory and product disclosures, customer and service updates, and capital-structure information for its common stock listed on The Nasdaq Capital Market.
The filing record also covers shareholder voting matters, board and auditor approvals, Nasdaq listing-compliance notices, equity financing arrangements, Form S-3 registered share-sale activity and related legal opinions. These disclosures describe TOMI's governance, securities structure, material agreements, risk areas and public-company reporting events.
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.
TOMI Environmental Solutions, Inc. filed an initial Form 3 for Srirathan Niroshan, who serves as Interim CFO. The filing reports that there were no insider stock transactions or holdings detailed in this submission, and the transaction summary shows no buys, sells, or derivative exercises.
TOMI Environmental Solutions, Inc. reported that Nasdaq has notified the company its common stock will be delisted from The Nasdaq Capital Market. The notice cites the company’s failure to regain compliance with the $1.00 minimum bid price requirement and the $2,500,000 minimum stockholders’ equity requirement. TOMI plans to appeal, which will stay further delisting action during the hearing process and any extension granted.
TOMI Environmental Solutions, Inc. is furnishing a Preliminary Information Statement to notify shareholders that holders of a majority of its voting stock approved two corporate actions by written consent: (1) shareholder approval to permit issuance above the 19.99% exchange cap under an equity line purchase agreement with Hudson Global Ventures, LLC, and (2) board authorization to implement, at its discretion within one year, a reverse stock split at any whole-number ratio between 1-for-3 and 1-for-6, with fractional shares rounded up.
The ELOC Purchase Agreement permits the company to sell up to $20,000,000 of common stock to Hudson Global (aggregate cap of 4,043,018 shares equal to 19.99% pre-transaction), and the company drew $94,130 in February 2026. The reverse split is described as a tool to regain compliance with Nasdaq's $1.00 minimum bid price requirement; implementation and exact ratio/timing are at the Board's discretion.
TOMI Environmental Solutions, Inc. reported a leadership change in its finance team. On May 16, 2026, the company appointed Niroshan Srirathan as Interim Chief Financial Officer, effective immediately, under an offer letter providing an annual base salary of $180,000.
The company plans to update the market later regarding its search for a permanent Chief Financial Officer. Separately, on May 11, 2026, TOMI learned of the untimely and unexpected death of its Chief Financial Officer, David Vanston, whose passing is described as a significant loss for the organization.
TOMI Environmental Solutions reported first quarter 2026 results and outlined a non-binding plan to merge with Carbonium Core, Inc., a U.S. producer of nuclear-grade graphite. The LOI implies a $120 million enterprise valuation for Carbonium Core, which would become a wholly owned subsidiary of TOMI if the proposed transaction closes. Consideration would include TOMI common stock equal to 19.99% of shares outstanding before the merger and convertible preferred stock, and remains subject to due diligence, definitive agreements, and stockholder approval.
For Q1 2026, TOMI generated $1.65 million in revenue, up 5% year-over-year and 67% sequentially, driven by equipment and Custom Engineered System sales. Applicator sales rose 139% year-over-year and BIT solution demand continued to support recurring revenue. Gross profit was $0.83 million, or 50% of revenue, versus 60% a year earlier due to pricing discounts and product mix.
Total operating expenses declined 15% to $1.46 million, improving loss from operations to $(0.63) million. Net loss was $(0.81) million, compared with $(0.26) million a year ago; excluding a one-time Employee Retention Credit in 2025, the prior-year adjusted loss would have been about $(0.87) million, indicating underlying improvement. Operating cash flow turned positive at $0.30 million, and TOMI reported a $1.7 million sales backlog and a $4.3 million integration pipeline across 13 customers.
TOMI Environmental Solutions, Inc. reported first-quarter 2026 revenue of about $1.65 million, up 5% year over year, driven mainly by higher equipment and custom engineered system sales. Service revenue declined as certain decontamination projects completed.
The company posted a net loss of $810,645, versus $255,593 a year earlier, as gross margin fell from 60% to 50% due to pricing discounts and a heavier mix of lower-margin equipment. Management reduced operating expenses by 15% but disclosed substantial doubt about its ability to continue as a going concern, citing limited cash of $280,429, working capital of $394,000, and an accumulated deficit of $58.9 million.
To address liquidity, TOMI is using a $20 million equity line with Hudson Global Ventures, an effective $50 million shelf registration, and $3.14 million in 12% convertible notes it may convert or repay. As of March 31, 2026, it reported a sales backlog of roughly $1.7 million and an integrated project pipeline of about $4.3 million. After quarter end, TOMI signed a non-binding letter of intent to merge with Carbonium Core, offering stock and new preferred shares that would value Carbonium Core at $120 million, subject to definitive agreements and shareholder approval.