TOMI Environmental (TOMZ) clears path for reverse split and larger share issuance

Rhea-AI Filing Summary

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.

Insights

Equity structure and corporate actions analyst

Majority holders approved flexibility for larger issuances and a potential reverse split.

The approval removes a 19.99% issuance cap tied to a purchase agreement with Hudson Global Ventures, LLC, and grants the Board authority to conduct a reverse stock split between 1-for-3 and 1-for-6 within one year. These steps adjust the company’s tools for managing its capital structure.

The Board retains discretion on whether to use this authority, what ratio to select, and when to act. Actual effects therefore depend on future Board decisions and any related transactions disclosed in later filings.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Reverse split range: 1-for-3 to 1-for-6 Effectiveness delay: 20 days Record date: May 19, 2026 +2 more

5 metrics

Reverse split range 1-for-3 to 1-for-6 Board authorization for reverse stock splits of common stock

Effectiveness delay 20 days Time after mailing of definitive Schedule 14C

Record date May 19, 2026 Record date for written consent of majority shareholders

Approval window One year Period during which Board may implement reverse split

Issuance cap removed 19.99% Prior limit on common stock issuance under purchase agreement

Key Terms

Written Consent, Majority Shareholders, reverse stock splits, Schedule 14C, +1 more

5 terms

Written Consent regulatory

"On May 19, 2026 (the “Record Date”), a written consent (the “Written Consent”) was delivered"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Majority Shareholders financial

"the holders of a majority of the voting power (the “Majority Shareholders”)"

reverse stock splits financial

"authorization for the Company’s Board of Directors ... to effect one or more reverse stock splits"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

Schedule 14C regulatory

"The Company filed a preliminary Information Statement on Schedule 14C"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

Rule 14c-2 regulatory

"Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934"

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Understanding 8-K Material Events →

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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): June 4, 2026

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)		(IRS Employer Identification No.)

8430 SPIRES WAY

FREDERICK, Maryland 21701

(Address of principal executive offices, including 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 Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		TOMZ		The 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.

On May 19, 2026 (the “Record Date”), a written consent (the “Written Consent”) was delivered to certain shareholders of TOMI Environmental Solutions, Inc. (the “Company”), the holders of a majority of the voting power (the “Majority Shareholders”) of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Common Stock”) and Series A preferred stock (the “Preferred Stock” and together with the Common Stock, the “Voting Stock”). Pursuant to the Written Consent and on June 4, 2026, the Majority Shareholders approved the following corporate actions: (i) the removal of a limitation to issue in excess of 19.99% of the Company’s Common Stock pursuant to a certain purchase agreement, dated November 5, 2025, by and between the Company and Hudson Global Ventures, LLC and (ii) the authorization for the Company’s Board of Directors (the “Board”) to effect one or more reverse stock splits (“Reverse Stock Split”) of the Company’s Common Stock, at a ratio of any whole number in the range of 1-for-3 to 1-for-6 to be effected at any time or times within one year from the date of such approval, with such timing and ratios to be determined in the discretion of the Board, and subject to the authority of the Board at its discretion to abandon the Reverse Stock Split.

The Company filed a preliminary Information Statement on Schedule 14C on May 19, 2026, and a definitive Information Statement on Schedule 14C (“DEF 14C”) on June 5, 2026, with the U.S. Securities and Exchange Commission with respect to the matters described above and approved by the Majority Shareholders. Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended, the matters set forth above will be effective twenty (20) days after the DEF 14C is mailed to the Company’s shareholders of record.

2

SIGNATURES

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: June 10, 2026	By:	/s/ Halden S. Shane
		Name: Halden S. Shane
		Title: Chief Executive Officer

3

FAQ

What corporate actions did TOMI Environmental Solutions (TOMZ) shareholders approve?

Shareholders holding a majority of voting power approved removing a 19.99% issuance cap in a purchase agreement and authorized the Board to implement one or more reverse stock splits between 1-for-3 and 1-for-6 within one year.

What reverse stock split range did TOMI Environmental Solutions (TOMZ) authorize?

The Board is authorized to effect one or more reverse stock splits of TOMI’s common stock at any whole-number ratio from 1-for-3 to 1-for-6, at its discretion, within one year from the approval date.

What limitation on TOMI Environmental Solutions (TOMZ) share issuance was removed?

The approved action removes a limitation that had restricted the company from issuing more than 19.99% of its common stock under a purchase agreement dated November 5, 2025 with Hudson Global Ventures, LLC, expanding potential issuance capacity under that agreement.

When do TOMI Environmental Solutions (TOMZ) approved actions become effective?

Under Rule 14c-2, the approved actions become effective 20 days after the definitive Schedule 14C information statement is mailed to shareholders of record, following its filing with the U.S. Securities and Exchange Commission.

How were TOMI Environmental Solutions (TOMZ) actions approved without a shareholder meeting?

The actions were approved through a written consent delivered by shareholders holding a majority of the company’s voting power in its common and Series A preferred stock, instead of a traditional in-person or virtual shareholder meeting.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.8 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB