TOMI Environmental (NASDAQ: TOMZ) files opinion for $20M Hudson equity deal

Rhea-AI Filing Summary

TOMI Environmental Solutions, Inc. filed an updated legal opinion connected to its existing equity purchase arrangement with Hudson Global Ventures, LLC. Under this agreement, the company may sell up to $20,000,000 of common stock over a 24‑month period pursuant to its Form S-3 shelf registration.

The opinion from Morgan, Lewis & Bockius LLP, dated February 24, 2026, is filed as an exhibit and incorporated by reference into the Form S-3 to support the registered offering of these shares.

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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)
☐	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 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)

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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: March 6, 2026	By:	/s/ Halden S. Shane
		Name: Halden S. Shane
		Title: Chief Executive Officer

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FAQ

What did TOMZ disclose in this 8-K filing?

TOMI Environmental Solutions filed a legal opinion supporting its previously disclosed equity purchase agreement with Hudson Global Ventures. The opinion backs the registered offering of common stock under an existing Form S-3 shelf registration statement for potential future share sales.

How much stock can TOMZ sell under the Hudson Global agreement?

The company may sell up to $20,000,000 of its common stock to Hudson Global Ventures. These potential sales can occur from time to time over a 24‑month period and are made under an effective Form S-3 shelf registration statement.

What is the purpose of the new legal opinion TOMZ filed?

The legal opinion, filed as Exhibit 5.1, provides counsel’s view on the validity of the shares offered under the equity purchase agreement. It is incorporated by reference into TOMI Environmental Solutions’ Form S-3 shelf registration statement.

Which law firm issued the opinion for TOMZ’s equity program?

Morgan, Lewis & Bockius LLP issued the opinion dated February 24, 2026. This opinion supports TOMI Environmental Solutions’ ability to offer and sell registered common shares to Hudson Global Ventures under the existing Form S-3 registration.

Is the TOMZ equity purchase agreement with Hudson Global new in this filing?

No, the agreement was previously disclosed and dated November 5, 2025. This 8-K focuses on filing the related legal opinion and incorporating it into the company’s existing Form S-3 registration for the registered common stock offering.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-5.1 OPINION 7.1 KB
• 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