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TOMI Environmental (NASDAQ: TOMZ) sets 1-for-3 reverse stock split effective July 20

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TOMI Environmental Solutions, Inc. is implementing a 1-for-3 reverse stock split of its common stock and Series A Preferred Stock (together, the Voting Stock), effective at the start of trading on July 20, 2026.

Shareholders holding a majority of the voting power approved a reverse split range of 1-for-3 to 1-for-6 by written consent on June 4, 2026, and the board selected the 1-for-3 ratio. Pre-split shares outstanding were 24,427,465 as of June 30, 2026.

The split reclassifies every three issued and outstanding shares into one share without changing par value, proportionally adjusts outstanding options, warrants and restricted stock units, but leaves the number of authorized common and preferred shares unchanged. No fractional shares will be issued; any fractional entitlement will be rounded up to one whole share. Trading on The Nasdaq Capital Market will continue on a split-adjusted basis under ticker TOMZ, with new CUSIP 890023302.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse stock split ratio 1-for-3 Ratio selected for the reverse split of Voting Stock
Pre-split shares outstanding 24,427,465 shares Shares outstanding as of June 30, 2026 before the split
Effective date July 20, 2026 Date the reverse stock split and Articles of Amendment become effective
Shareholder approval range 1-for-3 to 1-for-6 Range of reverse split ratios approved by written consent on June 4, 2026
New CUSIP 890023302 CUSIP number for Common Stock following the reverse stock split
Reverse Stock Split financial
"approved a reverse stock split of 1-for-3 (1:3) (the “Reverse Stock Split”)"
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.
Articles of Amendment regulatory
"filed the articles of amendment to amend the Company’s Restated Articles"
Articles of amendment are official documents a corporation files with the government to record changes to its foundational details, such as its name, share structure, authorized capital, or bylaws. Think of them like updating a company’s recipe or blueprint so everyone knows the new ingredients and rules; investors use them to track structural shifts that can affect ownership, voting power, dilution risk, or a company’s strategic flexibility.
Information Statement on Schedule 14C regulatory
"This approval was reported on an Information Statement on Schedule 14C"
book-entry form financial
"Shareholders who hold their shares in book-entry form or in “street name”"
A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.
street name financial
"shares in book-entry form or in “street name” (through a broker, bank)"
A "street name" is a way that stocks or other financial assets are registered under a broker's name rather than directly in an individual investor's name. This allows for easier buying, selling, and transferring of the assets, much like how a library might hold books on behalf of many readers. For investors, using a street name simplifies transactions and helps maintain privacy, but it also means the broker is the official record holder of ownership.
exchange agent financial
"Continental Stock Transfer and Trust is acting as exchange agent"
An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.

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

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FAQ

What corporate action did TOMI Environmental Solutions (TOMZ) take regarding its stock?
TOMI Environmental Solutions approved and is implementing a 1-for-3 reverse stock split of its common and Series A Preferred Voting Stock. The action follows prior shareholder written consent authorizing a reverse split range of 1-for-3 to 1-for-6.

When does TOMI Environmental Solutions (TOMZ) 1-for-3 reverse stock split take effect?
The 1-for-3 reverse stock split becomes effective at the start of trading on July 20, 2026. Articles of Amendment were filed in Florida on July 17, 2026, with an effective date of July 20, 2026 for the reclassification.

How many TOMI Environmental Solutions (TOMZ) shares were outstanding before the reverse split?
Pre-split shares outstanding were 24,427,465 as of June 30, 2026. After the 1-for-3 reverse stock split, this total will be reduced proportionally, with every three shares reclassified into one share of Voting Stock.

Does the TOMI Environmental Solutions (TOMZ) reverse split change authorized shares?
The reverse stock split does not change TOMI Environmental Solutions’ total number of authorized common or preferred shares. Only issued and outstanding Voting Stock, and related equity awards and warrants, are adjusted to reflect the 1-for-3 ratio.

How are TOMI Environmental Solutions (TOMZ) options, warrants and RSUs affected by the split?
Outstanding stock options and warrants will see the number of underlying shares reduced in proportion to the 1-for-3 split, with exercise prices increased proportionally. Restricted stock units will also be adjusted to reflect the reduced number of underlying shares.

What happens to fractional shares in the TOMI Environmental Solutions (TOMZ) reverse split?
No fractional shares will be issued. Any shareholder otherwise entitled to a fractional share after the 1-for-3 reverse stock split will instead receive one whole share of post-split Voting Stock in lieu of the fractional share.

Where will TOMI Environmental Solutions (TOMZ) trade after the reverse split and what is the new CUSIP?
Commencing July 20, 2026, TOMI Environmental Solutions’ common stock will continue trading on The Nasdaq Capital Market on a split-adjusted basis under ticker TOMZ, with a new post-split CUSIP of 890023302.

 

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 20, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 4, 2026, the shareholders of TOMI Environmental Solutions, Inc. (the “Company”) holding a majority of the voting power of the Company’s Voting Stock approved via written consent the execution of one or more reverse stock splits 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”) at a ratio within the range of 1-for-3 to 1-for-6, with such timing and ratios to be determined in the discretion of the Board of Directors of the Company (the “Board”). This approval was reported on an Information Statement on Schedule 14C filed with the Securities and Exchange Commission on June 5, 2026, which became effective on June 30, 2026.

 

Pursuant to such authority granted by the Company’s shareholders, on May 19, 2026, the Company’s management approved a reverse stock split of 1-for-3 (1:3) (the “Reverse Stock Split”) of the Voting Stock. The Company’s pre-split shares outstanding as of June 30, 2026, was 24,427,465. On July 17, 2026, the Company filed the articles of amendment to amend the Company’s Restated Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of Florida, with an effective date of July 20, 2026 (the “Effective Date”). The Reverse Stock Split will become effective at the start of trading on July 20, 2026 (the “Effective Time”).

 

When the Reverse Stock Split becomes effective, every three (3) shares of the Company’s issued and outstanding Voting Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Voting Stock, without any change in the par value per share. The Reverse Stock Split reduces the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s outstanding stock options and warrants in proportion to the ratio of the Reverse Stock Split and causes a proportionate increase in the exercise prices of such stock options and warrants. Restricted stock units will be adjusted to reflect the reduced number of underlying shares. The Reverse Stock Split did not change the Company’s total number of authorized shares of Common Stock or Preferred 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.

 

Continental Stock Transfer and Trust is acting as exchange agent for the Reverse Stock Split and will notify shareholders of record regarding the Reverse Stock Split. Shareholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) are not required to take any action.

 

Commencing on July 20, 2026, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 890023302.

 

The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed as part of, or incorporated by reference into, this Report.

 

Exhibit No.

 

Description

3.1

 

Articles of Amendment to Articles of Incorporation of the Registrant, effective July 20, 2026

104

 

Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

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.

 

Date: July 20, 2026

TOMI ENVIRONMENTAL SOLUTIONS, INC.

 

 

 

 

By:

/s/ Halden S. Shane

 

 

Name: Halden S. Shane

 

 

Title: Chief Executive Officer

 

 

3

 

Source: View Original Filing on SEC EDGAR

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