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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 11, 2025
TOMI ENVIRONMENTAL SOLUTIONS, INC. |
(Exact name of registrant as specified in its charter) |
Florida |
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000-09908 |
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59-1947988 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 11, 2025, the Board of Directors (the “Board”) of TOMI Environmental Solutions, Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, appointed Mr. Francesco Fragasso to serve as a director of the Company, effective immediately. The Board also appointed Mr. Fragasso to serve as a member of the Company’s Audit Committee, Compensation Committee and Nominating and Governance Committee.
Mr. Fragasso, age 57, served as the Chief Financial Officer of Hamilton Thorne Ltd., a publicly traded company listed on the Toronto Stock Exchange (TSX: HTL), since August 2022 to January 2025. From 2018 to 2022, he served as Chief Financial Officer of Fluence Corporation Ltd. (ASX: FLC), a global water infrastructure company listed on the Australian Securities Exchange. Mr. Fragasso served as Vice President and Chief Financial Officer at Desalitech, Inc. from 2015 to 2018, and served as Corporate CFO and Vice President of Operations at Novara Fuel Cells, Inc. (Hess Corp. Group NYSE: HESS) from 2001 to 2014. He previously held senior finance and operations roles at MMN SpA and Deloitte SpA in Italy. Mr. Fragasso is a European Chartered Public Accountant and holds an MBA from Boston University and a Bachelor and Master of Science in Business and Economics from Università Bocconi in Milan, Italy.
There are no transactions between Mr. Fragasso and the Company that would be reportable under Item 404(a) of Regulation S-K.
On September 16, 2025, the Company issued a press release announcing Mr. Fragasso’s appointment, a copy of which is attached as Exhibit 99.1 and incorporated by reference herein.
Also on September 11, 2025, Mr. Walter Johnsen notified the Company of his resignation as a director of the Board, effective immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
Exhibit No. |
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Description |
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104 |
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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.
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TOMI ENVIRONMENTAL SOLUTIONS, INC. |
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Date: September 16, 2025 |
By: |
/s/ Halden S. Shane |
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Name: |
Halden S. Shane |
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Title: |
Chief Executive Officer |
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EXHIBIT 99.1
TOMI ENVIRONMENTAL SOLUTIONS APPOINTS FRANCESCO FRAGASSO TO ITS BOARD OF DIRECTORS
- Brings Over 25 years of Global Financial and Operational Leadership Experience Across Multiple Industries -
FREDERICK, MD, September 16, 2025 (BUSINESS WIRE) — TOMI Environmental Solutions, Inc.® (“TOMI”) (NASDAQ: TOMZ), a global company specializing in disinfection and decontamination utilizing its premier Binary Ionization Technology (BIT) platform through its SteraMist brand of products, today announced the appointment of Mr. Francesco Fragasso to its Board of Directors, effective immediately.
Mr. Fragasso will also serve on the Audit Committee, Compensation Committee, and Nominating and Governance Committee. He succeeds Mr. Walter Johnsen, who has resigned from the Board effective upon the appointment of Mr. Fragasso.
Mr. Fragasso brings more than 25 years of global financial and operational leadership experience across multiple industries. Most recently, he served as Chief Financial Officer of Hamilton Thorne Ltd. (TSX: HTL), a publicly traded life sciences company. He previously held CFO roles at Fluence Corporation Ltd. (ASX: FLC), Desalitech, Inc., and Novara Fuel Cells, Inc., as well as senior finance and operations positions at MMN SpA and Deloitte SpA in Italy. Mr. Fragasso is a European Chartered Public Accountant and holds an MBA from Boston University and a Bachelor and Master of Science in Business and Economics from Università Bocconi in Milan, Italy.
Dr. Halden Shane, Chief Executive Officer of TOMI commented, “We warmly welcome Francesco to the Board, where his extensive experience guiding innovative companies through growth and transformation will be a true asset to TOMI,” said Dr. Halden Shane, Chief Executive Officer of TOMI. “His financial expertise and global perspective will be invaluable as we continue to execute our strategy and expand TOMI’s presence across multiple industries. I also want to thank Walter Johnsen for his many years of service and contributions to TOMI. We wish him the very best in his future endeavors.”
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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 http://www.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 TOMI’s ability to execute its business strategies. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, our ability to maintain and manage growth and generate sales, our reliance on a single or a few products for a majority of revenues; the general business and economic conditions; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed by us with the SEC and other periodic reports we filed with the SEC. The information provided in this document is based upon the facts and circumstances known at this time. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. 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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