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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): July 24, 2023

 

TOMI ENVIRONMENTAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Florida

 

000-09908

 

59-1947988

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

8430 SPIRES WAY

Frederick, Maryland 21701

(Address of principal executive offices) (Zip Code)

 

(800) 525-1698

(Registrant's telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

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

 

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 2.02 Results of Operations and Financial Condition.

 

On July 24, 2023, TOMI Environmental Solutions, Inc. (the “Company”) issued a press release regarding its preliminary financial results for the second quarter ended June 30, 2023. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. No additional information is included in this Current Report on Form 8-K.

 

The information included in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of, nor shall it be deemed incorporated by reference in, any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

See the Exhibit Index below, which is incorporated by reference herein.

 

Exhibit No.

 

Description

99.1

 

Press Release date July 24, 2023

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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.

 

 

TOMI ENVIRONMENTAL SOLUTIONS, INC.

 

 

 

 

 

Date: July 24, 2023

By:

/s/ Halden S. Shane

 

 

 

Name: Halden S. Shane

 

 

 

Title: Chief Executive Officer

 

 

 

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EX-99.1 2 tomz_ex991.htm PRESS RELEASE tomz_ex991.htm

EXHIBIT 99.1

 

TOMI Announces Preliminary Second Quarter Revenue Growth of 90%

 

FREDERICK, Md., July 24, 2023 (GLOBE NEWSWIRE) -- TOMI Environmental Solutions, Inc.® (“TOMI”) (NASDAQ: TOMZ), a global company specializing in disinfection and decontamination solutions, today announced preliminary unaudited revenue for its second quarter ended June 30, 2023.

 

Revenue is expected to be approximately $2.8 million, an increase of an estimated $1.3 million or 90%, as compared to the revenue for the same quarterly period in 2022. The preliminary revenue represents an increase of $1.2 million, or 75% as compared to the revenue for the three months ended March 31, 2023.

 

Dr. Halden Shane, TOMI Chief Executive Officer states, “We anticipate improved financial results in the second quarter led by strong growth in our product and service revenues. We believe that this improved result is a reflection of our successful strategy to expand and grow our sales channels and customer base.”

 

The preliminary financial results for the quarter ended June 30, 2023 are unaudited, reflect our estimated financial results and are based on information available to management as of the date of this release and are subject to potential further material changes upon completion of the Company’s standard quarter-end closing procedures. In preparing this information, management made certain judgments and estimates about the appropriateness of certain reported amounts and disclosures. Our actual financial results for the three months ended June 30, 2023, have not yet been finalized by management and remain subject to the completion of management’s final review and our other closing procedures, as well as the completion of the review of our financial statement by our independent auditors. These preliminary estimated results do not represent a comprehensive statement of all financial results for the three and six months ended June 30, 2023. We are required to consider all available information through the finalization of our financial statements and their possible impact on our financial conditions and results of operations for the period, including the impact of such information on our judgments and estimates referred to above.

 

 
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TOMI™ Environmental Solutions, Inc.: Innovating for a safer world®

 

TOMI™ Environmental Solutions, Inc. (NASDAQ: TOMZ ) is a global decontamination and infection prevention company, providing environmental solutions for disinfection through the manufacturing, sales and licensing of its premier Binary Ionization Technology ® (BIT™) platform. Invented under a defense grant in association with the Defense Advanced Research Projects Agency (DARPA) of the U.S. Department of Defense, BIT™ solution utilizes a low percentage hydrogen peroxide as its only active ingredient and uses patented ionized Hydrogen Peroxide (iHP™) technology in all SteraMist systems to create superior disinfection. TOMI products are designed to service a broad spectrum of use sites, including, but not limited to, hospitals and medical facilities, biosafety labs, pharmaceutical facilities, commercial and office buildings, schools, restaurants, meat and produce processing facilities, and police and fire departments.

 

For additional information, please visit https://steramist.com/ or contact us at info@tomimist.com

 

 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, statements relating to our preliminary financial results, which are subject to quarter-end closing procedures. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, all of which are difficult or impossible to predict accurately and many of which are beyond our control. As such, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that could affect our performance and cause results to differ materially from management’s expectations are described in the section entitled “Risk Factors,” in our Annual Report on Form 10-K and other SEC filings. These factors include: our history of losses that may prevent us from achieving profitability in the future; our lack of long-term customer contracts and our inability to rely on our sales history or backlog as an indicator of our future sales; that we are subject to a variety or risks associated with doing business internationally; our success in business depends on our ability to adequately protect our intellectual property; completing of quarter-end financial closing procedure, and that our stock price is volatile and there is a limited market for our shares. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and we undertake no duty to update such information, except as required under applicable law.

 

INVESTOR RELATIONS CONTACT:

 

John Nesbett/Rosalyn Christian

 

IMS Investor Relations

 

tomi@imsinvestorrelations.com

 

 
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