TOMI Environmental converts $2.5M notes, equity $3.8M

After converting $2.475 million of notes, TOMI says shareholders’ equity is about $3.8 million—above Nasdaq’s $2.5 million minimum, though no assurance remains.

Rhea-AI Filing Summary

TOMI Environmental Solutions, Inc. (TOMZ) reports that as of September 1, 2026, holders of its convertible notes with an aggregate principal amount of $2,475,000 have converted those notes into common stock under the notes’ terms, as amended. The Company issued 1,649,989 shares of common stock upon these conversions.

Following the conversions, the Company states that shareholders’ equity is approximately $3.8 million as of September 1, 2026, which is above the $2.5 million minimum shareholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1). The Company also notes there can be no assurances that the Nasdaq Hearings Panel will determine that compliance has been regained.

Positive

• Shareholders’ equity approximately $3.8 million as of September 1, 2026, which is above the $2.5 million minimum required by Nasdaq Listing Rule 5550(b)(1).
• Conversion of $2,475,000 principal amount of convertible notes into equity reduces outstanding debt and supports the Company’s capital structure.

Negative

• The Company explicitly states there can be no assurance that the Nasdaq Hearings Panel will deem the Company to have regained compliance with listing requirements, despite equity now exceeding the $2.5 million threshold.

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

Convertible notes principal converted: $2,475,000 Shares issued upon conversion: 1,649,989 shares Shareholders’ equity after conversions: $3,800,000 +1 more

4 metrics

Convertible notes principal converted $2,475,000 Aggregate principal amount of TOMI Environmental Solutions, Inc. convertible notes converted as of September 1, 2026

Shares issued upon conversion 1,649,989 shares Common stock issued for conversion of convertible notes as of September 1, 2026

Shareholders’ equity after conversions $3,800,000 Approximate shareholders’ equity as of September 1, 2026 after note conversions

Nasdaq Listing Rule 5550(b)(1) equity requirement $2,500,000 Minimum shareholders’ equity requirement cited by the Company for continued Nasdaq listing

Key Terms

convertible notes, shareholders' equity, Nasdaq Listing Rule 5550(b)(1), Nasdaq Hearings Panel

4 terms

convertible notes financial

"holders of convertible notes issued by TOMI Environmental Solutions, Inc."

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

shareholders' equity financial

"the Company's shareholders' equity as of September 1, 2026 is approximately"

Shareholders' equity is the portion of a company's value that belongs to its owners after subtracting what the company owes to others — like a person’s net worth calculated as assets minus debts. For investors, it signals the company’s financial cushion and underlying book value per share, helping gauge solvency, how much owners would theoretically receive in liquidation, and whether reported profits are building real owner value.

Nasdaq Listing Rule 5550(b)(1) regulatory

"above the requirement of $2.5 million set forth in Nasdaq Listing Rule 5550(b)(1)"

Nasdaq Hearings Panel regulatory

"there can be no assurances that the Nasdaq Hearings Panel will deem"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TOMZ announce regarding its convertible notes on September 1, 2026?

TOMI Environmental Solutions, Inc. (TOMZ) announced that holders of its convertible notes with aggregate principal of $2,475,000 converted those notes into common stock under the notes’ terms, and the Company issued 1,649,989 shares of common stock as a result.

How many shares did TOMZ issue upon conversion of the notes?

TOMI Environmental Solutions, Inc. (TOMZ) issued a total of 1,649,989 shares of common stock upon conversion of its outstanding convertible notes with an aggregate principal amount of $2,475,000 as of September 1, 2026.

What is TOMZ’s shareholders’ equity after the note conversions?

After the note conversions, TOMI Environmental Solutions, Inc. (TOMZ) reports shareholders’ equity of approximately $3.8 million as of September 1, 2026. This level is compared directly to the Nasdaq Listing Rule 5550(b)(1) minimum shareholders’ equity requirement of $2.5 million.

Is TOMZ now in compliance with Nasdaq Listing Rule 5550(b)(1)?

TOMI Environmental Solutions, Inc. (TOMZ) reports shareholders’ equity of about $3.8 million, above the $2.5 million requirement in Nasdaq Listing Rule 5550(b)(1). The Company, however, states there can be no assurances that the Nasdaq Hearings Panel will find compliance has been regained.

How does the note conversion affect TOMZ’s Nasdaq listing situation?

The note conversion increased TOMI Environmental Solutions, Inc.’s (TOMZ) shareholders’ equity to approximately $3.8 million, above the Nasdaq Listing Rule 5550(b)(1) minimum of $2.5 million. The Company cautions that the Nasdaq Hearings Panel still must determine whether compliance is regained.

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

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Available on EDGAR 09/02/2026 - 09:12 AM EDT Accepted by SEC EDGAR 09/02/2026 - 09:11 AM EDT 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): September 1, 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.

As of September 1, 2026, holders of convertible notes issued by TOMI Environmental Solutions, Inc. (the “Company”) with an aggregate principal amount of $2,475,000 have converted such notes into shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company pursuant to the terms of such notes, as amended, and the Company has issued a total of 1,649,989 shares of Common Stock upon such conversion. As a result of the note conversions, the Company's shareholders' equity as of September 1, 2026 is approximately $3.8 million, which is above the requirement of $2.5 million set forth in Nasdaq Listing Rule 5550(b)(1). However, there can be no assurances that the Nasdaq Hearings Panel will deem the Company has regained compliance.

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: September 2, 2026	TOMI ENVIRONMENTAL SOLUTIONS, INC.
	By:	/s/ Halden S. Shane
	Name:	Halden S. Shane
	Title:	Chief Executive Officer

3

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