TOMI Environmental sets 1-for-3 reverse stock split

Q: What reverse stock split is TOMI Environmental Solutions (TOMZ) implementing?

TOMI Environmental Solutions is effecting a 1-for-3 reverse stock split of its common stock and Series A preferred stock. Every three shares of voting stock outstanding will automatically convert into one share at the effective time of the transaction.

Q: How will fractional shares be handled in the TOMZ reverse stock split?

No fractional shares will be issued in the TOMI Environmental reverse split. Any shareholder who otherwise would be entitled to receive a fractional share will instead receive one full share of post-reverse-split voting stock in lieu of that fractional interest.

Q: Does the TOMZ reverse stock split change the number of authorized shares?

The number of authorized shares of TOMI Environmental’s common stock and preferred stock will remain the same. Only the number of issued and outstanding voting shares will be reduced by the 1-for-3 reverse stock split conversion ratio.

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.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The July 16 8-K reports a 1-for-3 reverse split scheduled for July 20, not yet effective: three issued shares will become one, reducing holders’ share counts while proportionally raising the per-share price; the split itself does not change company value.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Reverse stock split ratio: 1-for-3 Effective date: July 20, 2026 New common stock CUSIP: 890023302 +1 more

4 metrics

Reverse stock split ratio 1-for-3 Every three shares of voting stock convert into one share at the effective time

Effective date July 20, 2026 Reverse stock split expected to become effective and trading begins on split-adjusted basis

New common stock CUSIP 890023302 CUSIP number assigned to TOMI Environmental common stock following the reverse split

Par value per share $0.01 Par value of both common stock and Series A preferred stock affected by the reverse split

Key Terms

reverse stock split, CUSIP number, par value, options and warrants

4 terms

reverse stock split financial

"will effect a reverse stock split of one-for-three (1:3)"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

CUSIP number financial

"The new CUSIP number for the Company’s Common Stock"

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

par value financial

"Common Stock, $0.01 par value per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

options and warrants financial

"reduction in the number of shares issuable upon the exercise of the Company’s outstanding options and warrants"

FAQ

What reverse stock split is TOMI Environmental Solutions (TOMZ) implementing?

TOMI Environmental Solutions is effecting a 1-for-3 reverse stock split of its common stock and Series A preferred stock. Every three shares of voting stock outstanding will automatically convert into one share at the effective time of the transaction.

When will TOMZ start trading on a split-adjusted basis after the reverse split?

TOMI Environmental Solutions’ shares will begin trading on a split-adjusted basis at market open on July 20, 2026. The reverse stock split itself is expected to become effective on the same date, Eastern Time.

How will fractional shares be handled in the TOMZ reverse stock split?

No fractional shares will be issued in the TOMI Environmental reverse split. Any shareholder who otherwise would be entitled to receive a fractional share will instead receive one full share of post-reverse-split voting stock in lieu of that fractional interest.

Does the TOMZ reverse stock split change the number of authorized shares?

The number of authorized shares of TOMI Environmental’s common stock and preferred stock will remain the same. Only the number of issued and outstanding voting shares will be reduced by the 1-for-3 reverse stock split conversion ratio.

What happens to TOMZ stock options and warrants after the reverse split?

Following the reverse split, TOMI Environmental’s outstanding options and warrants will be adjusted proportionately. The number of shares underlying each option or warrant will be reduced, and the exercise price per share will be increased correspondingly, effective automatically at the reverse split’s effective time.

What is the new CUSIP number for TOMZ after the reverse stock split?

After the reverse stock split, TOMI Environmental’s common stock will trade under a new CUSIP number 890023302. This CUSIP applies to the post-split common shares once trading begins on a split-adjusted basis on July 20, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/16/2026 - 08:04 AM Accepted by SEC EDGAR 07/16/2026 - 08:03 AM

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): July 16, 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)

Registrant’s telephone number, including area code: (800) 525-1698

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:

☐	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

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 8.01 Other Events.

On July 20, 2026, TOMI Environmental Solutions, Inc. (the “Company”) will effect a reverse stock split of one-for-three (1:3) (“Reverse Stock Split”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock” and together with the Common Stock, the “Voting Stock”).

The Reverse Stock Split is expected to become effective on July 20, 2026, Eastern Time (the “Effective Time”), with shares of Common Stock to begin trading on a split-adjusted basis at market open on July 20, 2026. In connection with the Reverse Stock Split, every three (3) shares of Voting Stock issued and outstanding as of the Effective Time will be automatically converted into one (1) share of Voting Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Shareholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive one full share of the post-Reverse Stock Split Voting Stock in lieu of such fractional share. The Reverse Stock Split will not change the Company’s total number of authorized shares of Common Stock or Preferred Stock. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 890023302.

The Reverse Stock Split will also effect a proportionate reduction in the number of shares of Common Stock issuable upon the exercise of the Company’s outstanding options and warrants, with a corresponding adjustment to the exercise price per share applicable to each such option and warrant.

The aforementioned adjustments will occur automatically upon effectiveness of the Reverse Stock Split.

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.

Date: July 16, 2026	TOMI ENVIRONMENTAL SOLUTIONS, INC.

	By:	/s/ Halden S. Shane
		Name:	Halden S. Shane
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents