Every 8-K that TOMI Environmental Solutions, Inc. (TOMZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TOMZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TOMZ filings page.
TOMI Environmental Solutions, Inc. (TOMZ) and Carbonium Core, Inc. have mutually agreed to terminate their definitive merger agreement originally dated June 28, 2026, after concluding that completing the business combination is no longer in the best strategic or financial interest of their stakeholders. TOMI’s board approved the termination on September 20, 2026. Under the Merger Agreement, each party will bear its own fees and expenses related to the proposed transaction. CEO Dr. Halden Shane stated that TOMI is benefiting from global adoption of its SteraMist solution, with high-margin recurring revenue growth, a healthy pipeline and backlog, and that remaining independent allows renewed focus on improving operating results, protecting what he described as a clean capital structure, and pursuing strategic partnerships with larger industry players.
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.
TOMI Environmental Solutions reported strong top-line growth for the three and six months ended June 30, 2026. Q2 2026 revenue was $2,246,909, up 118% from Q2 2025 and 36% sequentially, with six‑month revenue rising 50% to $3,901,136. Gross profit more than doubled to $1,385,306, and gross margin reached 61.7%.
Total operating expenses declined 10% year over year to $1,629,448, improving loss from operations to $(244,142) from $(1,132,689). Net loss narrowed to $(382,299), or $(0.05) per share, versus $(1,237,516) or $(0.19) per share a year earlier. Cash and equivalents were $321,899, shareholders’ equity improved to $1,428,436, and working capital increased to $1,818,000.
The company reaffirmed full‑year 2026 revenue guidance of at least $12.0 million (113% year‑over‑year growth) and reported a sales order backlog of $2.2 million at June 30, 2026, expanding to $2.6 million post‑quarter, alongside a commercial sales pipeline of about $35 million. TOMI signed a definitive merger agreement with Carbonium Core under which Carbonium stockholders will receive 19.99% of common stock at closing plus Series C preferred stock convertible into 90% of the combined company, contingent on shareholder approval and a required $10 million concurrent financing. The company also effected a 1‑for‑3 reverse stock split and received new EPA unconditional registration for SteraMist AgriMist, while expanding EU/UK regulatory coverage to 11 countries.
TOMI Environmental Solutions reaffirmed its expectation to achieve at least $12 million in revenue for 2026, citing strong first-half trends with sales and receipts up over 100% versus 2025 and already exceeding full-year 2025 sales. The company reports more than $6.2 million in booked and expected orders before year-end and a $35 million sales pipeline, of which about $8.6 million is in advanced stages. TOMI continues to work toward closing its merger with Carbonium Core in the second half of 2026, leveraging Carbonium’s pilot to produce nuclear-grade graphite supported by U.S. Department of Energy and other government backing.
All four key operating metrics—BIT Solution sales, mobile equipment sales, single applicator sales, and support services—showed both year-over-year and sequential growth in the second quarter of 2026. TOMI is targeting new markets such as robotaxis, biosecurity, drones, and humanoid robotics, while expanding internationally with SteraMist approvals across multiple European countries and deepening partnerships in Europe, Israel, Puerto Rico, Argentina, and Chile.
The company is closely involved as NSF revises Biosafety Cabinet decontamination standards toward performance-based criteria, an area where SteraMist iHP technology is highlighted. High-value pipeline opportunities include two projects of roughly $1 million each, a bid to supply eight Hybrid Systems, expanded defense-sector relationships in Korea and Canada, a developing partnership with the U.S. Defense Logistics Agency to streamline procurement, and a pharmaceutical customer approved for about $500,000 in SteraMist systems. Management emphasizes three consecutive quarters of growth and views the Carbonium merger as a strategic move into high-growth nuclear materials, citing an International Energy Agency projection that nuclear project investment may need to reach $120 billion annually by 2030.
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.
TOMI Environmental Solutions, Inc. will implement a 1-for-3 reverse stock split of its common stock and Series A preferred stock, together described as its voting stock. The action is expected to become effective on July 20, 2026, Eastern Time, with trading on a split-adjusted basis beginning at that day’s market open.
At the effective time, every three shares of voting stock issued and outstanding will automatically convert into one share. No fractional shares will be issued; holders otherwise entitled to a fractional share will receive one full post-split share instead. The number of authorized common and preferred shares will remain unchanged. Outstanding options and warrants will be adjusted proportionately, including corresponding changes to exercise prices, and the common stock will trade under a new CUSIP number, 890023302.
TOMI Environmental Solutions plans to merge with Carbonium Core, a U.S. developer of graphite and rare earth metals for advanced nuclear and critical infrastructure markets. Under the merger agreement, and after required stockholder approval, former Carbonium shareholders are expected to own about 90% of the combined company’s common stock.
The deal is targeted to close in the third quarter of 2026, subject to conditions including at least $10 million in financing and approval of a Nasdaq listing application. TOMI highlights the transaction as a strategic move into nuclear energy materials, with potential benefits such as entry into a high‑growth sector, stronger access to capital, improved Nasdaq compliance, and technology integration between Carbonium’s materials and TOMI’s disinfection and biosafety platforms.
TOMI Environmental Solutions, Inc. reports that holders of a majority of its voting stock approved two major corporate actions by written consent. First, they removed a limitation on issuing more than 19.99% of the company’s common stock under a November 5, 2025 purchase agreement with Hudson Global Ventures, LLC. Second, they authorized the Board to implement one or more reverse stock splits of the common stock at a ratio between 1-for-3 and 1-for-6, at any time within one year, with full discretion to choose the timing, exact ratio, or not to proceed. These actions will become effective 20 days after the definitive Schedule 14C information statement is mailed to shareholders of record.
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.
TOMI Environmental Solutions, Inc. reported a leadership change in its finance team. On May 16, 2026, the company appointed Niroshan Srirathan as Interim Chief Financial Officer, effective immediately, under an offer letter providing an annual base salary of $180,000.
The company plans to update the market later regarding its search for a permanent Chief Financial Officer. Separately, on May 11, 2026, TOMI learned of the untimely and unexpected death of its Chief Financial Officer, David Vanston, whose passing is described as a significant loss for the organization.
TOMI Environmental Solutions reported first quarter 2026 results and outlined a non-binding plan to merge with Carbonium Core, Inc., a U.S. producer of nuclear-grade graphite. The LOI implies a $120 million enterprise valuation for Carbonium Core, which would become a wholly owned subsidiary of TOMI if the proposed transaction closes. Consideration would include TOMI common stock equal to 19.99% of shares outstanding before the merger and convertible preferred stock, and remains subject to due diligence, definitive agreements, and stockholder approval.
For Q1 2026, TOMI generated $1.65 million in revenue, up 5% year-over-year and 67% sequentially, driven by equipment and Custom Engineered System sales. Applicator sales rose 139% year-over-year and BIT solution demand continued to support recurring revenue. Gross profit was $0.83 million, or 50% of revenue, versus 60% a year earlier due to pricing discounts and product mix.
Total operating expenses declined 15% to $1.46 million, improving loss from operations to $(0.63) million. Net loss was $(0.81) million, compared with $(0.26) million a year ago; excluding a one-time Employee Retention Credit in 2025, the prior-year adjusted loss would have been about $(0.87) million, indicating underlying improvement. Operating cash flow turned positive at $0.30 million, and TOMI reported a $1.7 million sales backlog and a $4.3 million integration pipeline across 13 customers.
TOMI Environmental Solutions reports strong early momentum in its high-margin BIT Solution business for Q1 2026. BIT Solution sales have grown annually from $872,380 in 2024 to $1,065,172 in 2025, with first-quarter 2026 sales and orders of about $427,000. Management notes BIT typically generates gross margins above 80%, supporting a recurring revenue model tied to installed SteraMist delivery systems.
The company highlights growing demand for 55-gallon BIT drums, used in automated integration builds, with sales rising from five drums in 2024 to seven in 2025 and an expectation of ten in 2026. Total Q1 2026 orders were about $3.36 million, with preliminary recognized revenue of roughly $1.7 million. Management states this order level positions TOMI to potentially exceed $12 million in revenue for fiscal 2026 while targeting sustained, growing profitability.
TOMI Environmental Solutions reported unaudited preliminary revenue of approximately $1.7 million for Q1 2026, a 67% sequential increase from Q4 2025. First quarter sales combined with current open orders reached about $3.36 million, highlighting stronger demand across multiple offerings.
The integrated projects pipeline for SteraMist systems rose to $5.3 million across 14 customers, with roughly half covered by purchase orders or contracts. BIT Solution sales were about $427,000, while iHP Corporate Service orders totaled around $729,000, supported by a new $440,000 annual decontamination services purchase order from a leading medical technology customer.
Sales of standalone applicators using cold plasma arc technology already exceeded all of last year, representing a 139% increase. These figures are preliminary, unaudited, and subject to normal closing adjustments, with full Q1 2026 results to follow in a Form 10-Q.
TOMI Environmental Solutions reported full-year 2025 sales of $5.64 million, down from $7.74 million as customers deferred capital equipment purchases amid tariffs and geopolitical uncertainty. Despite lower revenue, gross margin stayed strong at about 55% and service revenue held relatively steady.
The company narrowed its net loss to $3.75 million, or $0.19 per share, compared with a $4.48 million loss, helped by roughly 10% lower operating expenses and higher other income. Cash was $87,775 with working capital of $1.0 million, and management is relying on a $20 million equity line, a $50 million shelf registration, and an expanded $1.8 million backlog and ~$3 million SIS/CES integration pipeline to support 2026 growth and liquidity.
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.
TOMI Environmental Solutions, Inc. reported that Nasdaq has notified the company of two listing deficiencies. Nasdaq advised that the company’s common stock failed to meet the minimum $1.00 per share bid price requirement for 30 consecutive business days, triggering a 180‑day grace period until May 18, 2026 to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days.
Separately, Nasdaq informed the company that it is not meeting the $2,500,000 stockholders’ equity requirement. TOMI has 45 calendar days from November 21, 2025 to submit a compliance plan, and Nasdaq may grant up to an additional 180 days if the plan is accepted. The company states it intends to pursue all reasonable measures to regain compliance, and its shares will continue to trade on the Nasdaq Capital Market under the symbol TOMZ while this process continues.
TOMI Environmental Solutions, Inc. reported the results of its 2025 Annual Meeting of Shareholders held on November 19, 2025. Shareholders elected Francesco Fragasso and Harold Paul as Class II directors to serve three-year terms expiring at the 2028 Annual Meeting, with Fragasso receiving 10,310,356 votes for and 108,880 withheld, and Paul receiving 10,253,327 votes for and 165,909 withheld, plus 2,213,789 broker non-votes for each.
Of the 20,075,205 shares of voting stock outstanding as of the September 29, 2025 record date, 12,633,025 shares were represented, constituting a quorum. Shareholders also ratified the appointment of Rosenberg Rich Baker Berman & Co. as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 12,419,062 votes for, 180,804 against, and 33,159 abstentions.
TOMI Environmental Solutions (TOMZ) entered an Equity Purchase Agreement with Hudson Global Ventures, giving the company the right, but not the obligation, to sell up to $20,000,000 of common stock over a 24‑month period, subject to conditions.
Sales can occur only after a registration statement is effective. For each draw, the purchase price per share will equal 92% of the lesser of: (i) the average of the three lowest trading prices over the ten trading days before the Put Date, or (ii) the lowest closing price during the Valuation Period defined in the agreement.
Under Nasdaq rules, issuances are limited to an Exchange Cap of 19.99% of shares outstanding immediately prior to the agreement unless stockholder approval is obtained. TOMI will issue 52,000 commitment shares to Hudson as consideration for the facility. The company may send Put Notices from time to time during the commitment period and may terminate the agreement by written notice, while Hudson is not required to purchase shares above the Exchange Cap.
TOMI Environmental Solutions, Inc. reported changes to its Board of Directors. On September 11, 2025, the Board appointed Francesco Fragasso as a director, effective immediately, following a recommendation from the Nominating and Governance Committee.
Mr. Fragasso was also appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee. The filing highlights his prior experience as Chief Financial Officer at Hamilton Thorne Ltd. and Fluence Corporation Ltd., as well as earlier senior finance roles at Desalitech, Novara Fuel Cells, MMN SpA, and Deloitte SpA. The company states there are no transactions between Mr. Fragasso and TOMI that would be reportable under related-party rules.
Also on September 11, 2025, Walter Johnsen resigned as a director, effective immediately. On September 16, 2025, the company issued a press release announcing Mr. Fragasso’s appointment, which is included as an exhibit.
TOMI Environmental Solutions, Inc. furnished a current report to note that it issued a press release covering its financial results for the second quarter ended June 30, 2025. The press release is included as Exhibit 99.1. The company states this information is furnished and not deemed filed under federal securities laws.