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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): March 6, 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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 8.01 Other Events.
As previously disclosed on November 12, 2025, TOMI Environmental Solutions, Inc. (the “Company”) entered into an Equity Purchase Agreement, dated November 5, 2025 (the “Purchase Agreement”), with Hudson Global Ventures, LLC (“Hudson Global”), pursuant to which the Company has the right, but not the obligation, to sell to Hudson Global up to $20,000,000 of shares of its common stock, par value $0.01 per share, from time to time over a 24-month period. The shares are offered and sold pursuant to a registration statement on Form S-3 (File No. 333-291563) (“Form S-3”) and the Company hereby files a legal opinion as an exhibit to this Form 8-K relating to such offer and sale, which opinion is incorporated by reference into the Form S-3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
5.1 | | Opinion, dated February 24, 2026, of Morgan, Lewis & Bockius LLP |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 6, 2026 | By: | /s/ Halden S. Shane | |
| | Name: Halden S. Shane | |
| | Title: Chief Executive Officer | |
