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TOMI Environmental Solutions, Inc. is furnishing a Preliminary Information Statement to notify shareholders that holders of a majority of its voting stock approved two corporate actions by written consent: (1) shareholder approval to permit issuance above the 19.99% exchange cap under an equity line purchase agreement with Hudson Global Ventures, LLC, and (2) board authorization to implement, at its discretion within one year, a reverse stock split at any whole-number ratio between 1-for-3 and 1-for-6, with fractional shares rounded up.
The ELOC Purchase Agreement permits the company to sell up to $20,000,000 of common stock to Hudson Global (aggregate cap of 4,043,018 shares equal to 19.99% pre-transaction), and the company drew $94,130 in February 2026. The reverse split is described as a tool to regain compliance with Nasdaq's $1.00 minimum bid price requirement; implementation and exact ratio/timing are at the Board's discretion.
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, Inc. reported first-quarter 2026 revenue of about $1.65 million, up 5% year over year, driven mainly by higher equipment and custom engineered system sales. Service revenue declined as certain decontamination projects completed.
The company posted a net loss of $810,645, versus $255,593 a year earlier, as gross margin fell from 60% to 50% due to pricing discounts and a heavier mix of lower-margin equipment. Management reduced operating expenses by 15% but disclosed substantial doubt about its ability to continue as a going concern, citing limited cash of $280,429, working capital of $394,000, and an accumulated deficit of $58.9 million.
To address liquidity, TOMI is using a $20 million equity line with Hudson Global Ventures, an effective $50 million shelf registration, and $3.14 million in 12% convertible notes it may convert or repay. As of March 31, 2026, it reported a sales backlog of roughly $1.7 million and an integrated project pipeline of about $4.3 million. After quarter end, TOMI signed a non-binding letter of intent to merge with Carbonium Core, offering stock and new preferred shares that would value Carbonium Core at $120 million, subject to definitive agreements and shareholder approval.
Lim Boh Soon reported acquisition or exercise transactions in this Form 4 filing.
TOMI Environmental Solutions, Inc. director Lim Boh Soon received an award of 10,000 shares of common stock on April 22, 2026 at a reported value of $0.55 per share. After this grant, Lim directly owns 208,524 shares of TOMI Environmental Solutions common stock.
TOMI Environmental Solutions director Francesco Fragasso reported a share award. On April 22, 2026, he acquired 10,000 shares of common stock as a grant or award at a reported price of $0.55 per share. Following this non-derivative acquisition, his direct holdings total 30,000 common shares. This filing reflects compensation-related equity, not an open-market purchase or sale.
TOMI Environmental Solutions, Inc. director Paul Harold received a grant of 10,000 shares of common stock on April 22, 2026. The award was recorded at a price of $0.55 per share and is categorized as a grant or other acquisition, not an open-market purchase. Following this compensation-related grant, Harold directly holds 91,300 common shares.
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.