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

TOMI Environmental Solutions, Inc. reported that Nasdaq has notified the company its common stock will be delisted from The Nasdaq Capital Market.

Rhea-AI Filing Summary

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.

Insights

Exchange listing & governance analyst

Nasdaq delisting notice is a material negative, partly offset by an appeal.

Nasdaq informed TOMI Environmental Solutions that its shares face delisting from The Nasdaq Capital Market after the company failed to regain compliance with both the $1.00 minimum bid price and the $2,500,000 stockholders’ equity requirement.

This development can affect trading liquidity and investor perception because Nasdaq listings are often associated with higher visibility and stricter standards. The company’s stated plan to appeal means its listing remains in place during the hearing and any extension, so the final outcome is not yet determined.

How the situation evolves will depend on the appeal and any subsequent steps the company takes to address the bid price and equity deficiencies. Subsequent company disclosures may clarify whether it can restore compliance with Nasdaq’s Listing Rules 5550(a)(2) and 5550(b)(1).

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

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

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Accepted by SEC EDGAR 05/20/2026 - 09:00 AM Learn about SEC filing dates

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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): May 19, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on November 21, 2025, the Nasdaq Stock Market (“Nasdaq”) notified TOMI Environmental Solutions, Inc. (the “Company”) that (i) based upon the Company’s closing bid price for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock, par value $0.01 per share (the “Common Stock”) was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) and (ii) the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market (the “Stockholders’ Equity Requirement”).

On May 19, 2026, the Company received a letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that because it failed to regain compliance with each of the Bid Price Requirement and Stockholders’ Equity Requirement its Common Stock will be delisted from The Nasdaq Capital Market.  The Company plans to file an appeal, which will stay any further delisting action through the hearing and any extension the Hearing may grant.

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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: May 20, 2026	By:	/s/ Halden S. Shane
		Name: Halden S. Shane
		Title: Chief Executive Officer

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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