UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

☒ 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2024

 

or

 

☐ 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

 

Commission File Number 000-09908

 

TOMI ENVIRONMENTAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Florida

 

59-1947988

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

8430 Spires Way Frederick, Maryland

 

21701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (800) 525-1698

 

Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

TOMZ

The Nasdaq Capital Market

 

Securities registered under Section 12(g) of the Exchange Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☒

Smaller Reporting Company

☒

 

 

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. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $12,696,000, based upon the closing price of the registrant’s common stock as reported on the Nasdaq Capital Market on such date.

 

As of April 30, 2025, the registrant had 20,015,205 shares of common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025 (the “Form 10-K”). The purpose of this Amendment is to revise and update Part IV to correct certain file references and file certain exhibits that were inadvertently omitted on the Form 10-K.

 

Except as expressly noted above, this Amendment does not modify or update the other disclosures presented in the Form 10-K. This Amendment does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. This Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.

 

 
2

 

 

TABLE OF CONTENTS

 

Item

 

 

Page 

 

PART IV

 

 

15.

Exhibits, Financial Statement Schedules

 

4

 

 

 

 

 

Signatures

 

5

 

 

 
3

Table of Contents

 

PART IV

 

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Exhibits

 

The following Exhibits are filed as part of this Annual Report on Form 10-K/A.

 

Exhibit Number

 

Description of Exhibit

 

Form

 

File No.

 

Date

 

Exhibit

 

Filed Herewith

3.1

 

Articles of Restatement of the Registrant, effective October 6, 2009

 

S-1

 

333-162356

 

10/6/09

 

3.1

 

 

3.2

 

Articles of Amendment of Articles of Incorporation of the Registrant, effective October 24, 2011

 

8-K

 

000-09908

 

07/11/11

 

3.1

 

 

3.3

 

Articles of Amendment of Articles of Incorporation of the Registrant, effective September 10, 2020

 

8-K

 

000-09908

 

9/14/20

 

3.1

 

 

3.4

 

Amended Bylaws of the Registrant, adopted effective November 2, 2007

 

10-Q

 

000-09908

 

5/16/16

 

3.2

 

 

3.5

 

Amendment to Amended Bylaws of the Registrant, adopted effective January 29, 2016

 

8-K

 

000-09908

 

2/1/16

 

3.2

 

 

4.1

 

Specimen certificate evidencing shares of common stock of the Registrant

 

S-3

 

333-249850

 

11/4/20

 

4.1

 

 

4.2

 

Description of Registrants Securities

 

10-K

 

001-39574

 

03/29/2022

 

4.2

 

 

4.3

 

Form of Warrant to Purchase Common Stock

 

10-Q

 

000-09908

 

05/17/21

 

4.1

 

 

4.4

 

Form of Non-Qualified Stock Option Agreement

 

10-Q

 

000-09908

 

05/17/21

 

4.2

 

 

4.5

 

Form of Common Stock Purchase Warrant

 

8-K

 

000-09908

 

09/28/21

 

4.1

 

 

4.6

 

Form of Placement Agent Warrant

 

8-K

 

000-09908

 

09/28/21

 

4.2

 

 

4.7

 

Form of TOMI Environmental Solutions, Inc. 12% Convertible Note

 

8-K

 

001-39574

 

11/07/2023

 

10.2

 

 

10.1+

 

Amended and Restated 2016 Equity Incentive Plan, as adopted by the Registrant’s stockholders on December 30, 2020

 

DEF 14A

 

001-39574

 

12/2/20

 

Appendix A

 

 

10.2+

 

Offer Letter, dated January 15, 2016, by and between the Registrant and Dr. Halden Shane

 

10-Q

 

000-09908

 

5/16/16

 

10.1

 

 

10.3+

 

Offer Letter, dated December 15, 2024, by and between the Registrant and Nick Jennings

 

 

 

 

 

 

 

 

 

X

10.4+

 

Form of Appointment to the Board of Directors as Independent Director of the Registrant

 

10-Q

 

000-09908

 

5/16/16

 

10.5

 

 

10.5

 

Restated Manufacturing and Development Agreement, dated November 10, 2016, by and between the Registrant and RG Group

 

10-Q

 

000-09908

 

11/14/16

 

10.1

 

 

10.6+

 

Employment Agreement, entered into as of January 5, 2018, by and between the Registrant and Elissa J. Shane, effective as of January 1, 2018

 

8-K

 

000-09908

 

1/8/18

 

10.1

 

 

10.7

 

Form of Securities Purchase Agreement dated as of September 26, 2021, between the Registrant and the purchasers named therein

 

8-K

 

000-09908

 

09/28/21

 

10.1

 

 

10.8

 

Form of Securities Purchase Agreement, dated as of November 7, 2023, between TOMI Environmental Solutions, Inc. and the purchasers named therein

 

8-K

 

001-39574

 

11/07/2023

 

10.1

 

 

10.9

 

Form of Registration Rights Agreement, dated as of November 7, 2023, between TOMI Environmental Solutions, Inc. and the purchasers named therein

 

8-K

 

001-39574

 

11/07/2023

 

10.3

 

 

14.1

 

Code of Ethics

 

10-K

 

000-09908

 

03/31/2009

 

14

 

 

19.1

 

Insider Trading Policy

 

 

 

 

 

 

 

 

 

X

21.1

 

Subsidiaries of the Registrant

 

10-K

 

000-09908

 

4/14/25

 

21.1

 

 

24.1

 

Power of Attorney (included in signature page)

 

10-K

 

000-09908

 

4/14/25

 

24.1

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

10-K

 

000-09908

 

4/14/25

 

31.1

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

10-K

 

000-09908

 

4/14/25

 

31.2

 

 

32.1#

 

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

10-K

 

000-09908

 

4/14/25

 

32.1

 

 

31.3

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

X

31.4

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

X

97.1

 

Compensation Recoupment Policy

 

 

 

 

 

 

 

 

 

X

101.INS

 

XBRL Instance Document

 

 

 

 

 

 

 

 

 

X

101.SCH

 

XBRL Taxonomy Extension Schema

 

 

 

 

 

 

 

 

 

X

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

 

 

 

 

 

 

X

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

 

 

 

 

 

 

X

101.LAB

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

 

 

 

 

 

 

X

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase

 

 

 

 

 

 

 

 

 

X

104

 

Cover Page Interactive Data File

 

 

 

 

 

 

 

 

 

X

 

+  Indicates a management contract or compensatory plan.

 

#  The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.

 

 
4

Table of Contents

 

SIGNATURES

  

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

DATED: May 1, 2025

 

TOMI ENVIRONMENTAL SOLUTIONS, INC.

 

 

 

 

 

 

 

/s/ HALDEN S. SHANE

 

 

 

Halden S Shane

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

 

 

 
5
nullnullnullnullnullv3.25.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2024
Apr. 30, 2025
Jun. 30, 2024
Cover [Abstract]      
Entity Registrant Name TOMI ENVIRONMENTAL SOLUTIONS, INC.    
Entity Central Index Key 0000314227    
Document Type 10-K/A    
Amendment Flag true    
Entity Voluntary Filers No    
Current Fiscal Year End Date --12-31    
Entity Well Known Seasoned Issuer No    
Entity Small Business true    
Entity Shell Company false    
Entity Emerging Growth Company false    
Entity Current Reporting Status Yes    
Document Period End Date Dec. 31, 2024    
Entity Filer Category Non-accelerated Filer    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2024    
Entity Common Stock Shares Outstanding   20,015,205  
Entity Public Float     $ 12,696,000
Document Annual Report true    
Document Transition Report false    
Document Fin Stmt Error Correction Flag false    
Entity File Number 000-09908    
Entity Incorporation State Country Code FL    
Entity Tax Identification Number 59-1947988    
Entity Address Address Line 1 8430 Spires Way    
Entity Address City Or Town Frederick    
Entity Address State Or Province MD    
Entity Address Postal Zip Code 21701    
City Area Code 800    
Amendment Description We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025 (the “Form 10-K”). The purpose of this Amendment is to revise and update Part IV to correct certain file references and file certain exhibits that were inadvertently omitted on the Form 10-K. Except as expressly noted above, this Amendment does not modify or update the other disclosures presented in the Form 10-K. This Amendment does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. This Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.    
Icfr Auditor Attestation Flag false    
Local Phone Number 525-1698    
Security 12b Title Common Stock, par value $0.001 per share    
Trading Symbol TOMZ    
Security Exchange Name NASDAQ    
Entity Interactive Data Current Yes    
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