[8-K] TOMI Environmental Solutions, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

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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): November 19, 2025

TOMI ENVIRONMENTAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Florida		001-39574		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 5.07 Submission of Matters to a Vote of Security Holders.

At the 2025 Annual Meeting of Shareholders of TOMI Environmental Solutions, Inc. (the “Company”) held on November 19, 2025 (the “Annual Meeting”), the shareholders of the Company approved two proposals, a description of which may be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 30, 2025. Of the 20,075,205 shares of voting stock outstanding as of the record date of September 29, 2025, 12,633,025 shares were represented at the Annual Meeting, which constituted a quorum. The final voting results of the two proposals are set forth below.

Proposal 1: Election of Class II Directors

The Company’s shareholders elected Messrs. Francesco Fragasso and Harold Paul to serve as the Class II Directors on the Company’s Board of Directors (the “Board”), to serve a three-year term that will expire at the Company’s 2028 Annual Meeting of Shareholders and at such time as their respective successor has been duly elected and qualified or their earlier resignation or removal. The voting results are as follows:

		For				Withheld				Broker Non-Votes
Francesco Fragasso			10,310,356				108,880				2,213,789
Harold Paul			10,253,327				165,909				2,213,789

Proposal 2: Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Rosenberg Rich Baker Berman & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as set forth below:

For				Against				Abstain
	12,419,062				180,804				33,159

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SIGNATURE

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: November 20, 2025	By:	/s/ Halden S. Shane
	Name:	Halden S. Shane
	Title:	Chief Executive Officer

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FAQ

What did TOMI Environmental Solutions (TOMZ) shareholders vote on at the 2025 Annual Meeting?

Shareholders of TOMI Environmental Solutions, Inc. voted on two proposals: the election of two Class II directors and the ratification of Rosenberg Rich Baker Berman & Co. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Who was elected to TOMI Environmental Solutions (TOMZ) Board of Directors in 2025 and for how long?

Francesco Fragasso and Harold Paul were elected as Class II directors to the Board of TOMI Environmental Solutions, Inc. They will serve a three-year term expiring at the company’s 2028 Annual Meeting of Shareholders, until their successors are duly elected and qualified or they resign or are removed earlier.

What were the vote totals for the TOMI Environmental Solutions (TOMZ) director elections in 2025?

Francesco Fragasso received 10,310,356 votes for and 108,880 withheld, with 2,213,789 broker non-votes. Harold Paul received 10,253,327 votes for and 165,909 withheld, with 2,213,789 broker non-votes.

Did TOMI Environmental Solutions (TOMZ) shareholders ratify the company’s independent auditor for 2025?

Yes. Shareholders ratified Rosenberg Rich Baker Berman & Co. as TOMI Environmental Solutions, Inc.’s 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.

How many TOMI Environmental Solutions (TOMZ) shares were eligible to vote and how many were represented at the 2025 Annual Meeting?

There were 20,075,205 shares of voting stock outstanding as of the September 29, 2025 record date. At the 2025 Annual Meeting, 12,633,025 shares were represented, which constituted a quorum for conducting business.

What stock exchange is TOMI Environmental Solutions (TOMZ) listed on and what class of security is registered?

TOMI Environmental Solutions, Inc.’s common stock, with a par value of $0.01 per share, trades under the symbol TOMZ on the Nasdaq Capital Market.