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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): November 14, 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 |
(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):
☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.01 par value per share |
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TOMZ |
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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 November 14, 2025, TOMI Environmental Solutions, Inc. issued a press release regarding its financial results for the third quarter ended September 30, 2025. 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 or the Securities Exchange Act of 1934, 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. |
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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) |
| 2 |
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: November 14, 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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| 3 |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
TOMI Environmental Solutions, Inc. Reports Q3 2025 Financial Results and Outlines Growth Initiatives.
Frederick, MD – November 14, 2025 – TOMI Environmental Solutions, Inc. (NASDAQ: TOMZ), a global provider of disinfection and decontamination essentials through its premier Binary Ionization Technology® (BIT™) platform, today announced financial results for the quarter ended September 30, 2025, and provided an update on strategic initiatives designed to drive long-term growth.
Q3 2025 Highlights:
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| · | Revenue Growth: Revenues of $2.0 million reflecting a 95% sequential increase over Q2 2025, driven primarily by higher equipment purchases and continued strength in our recurring BIT™ Solution sales. |
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| · | Strong Gross Margins: Gross profit margin remained healthy at 61% in Q3, underscoring the efficiency of operations and the value of the Company’s technology. |
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| · | Operational Efficiencies: Reduced selling, research, and administrative expenses year-to-date, demonstrating disciplined cost management. |
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| · | International Reach: Continued penetration into global markets, with nearly 36% of Q3 revenue generated internationally, compared to 20% in Q2 2025. |
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| · | Product Innovation: Ongoing investment in R&D to expand applications of SteraMist® across life sciences, healthcare, food safety, and commercial markets. |
Financial Results for the three and nine months ended September 30, 2025, compared to September 30, 2024
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| · | Sales, net was $2,012,000 compared to $2,542,000 for the three months ended September 30, 2025 and 2024, respectively. Sales, net was $4,619,000 compared to $6,670,000 for the nine months ended September 30, 2025 and 2024, respectively. This was primarily driven by customers deferring capital expenditure projects due to the uncertain economic environment with the impact of announced and implemented tariffs on their supply chains, and long-term planning. This was not a factor in the third quarter of 2025, which also included a timing reduction in iHP service sales from FY 2024. This impact is temporary, and the customers; operations and related service activity are expected to resume to a normal schedule. |
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| · | SteraMist solution sales increased 21% year over year for the nine months ended September 30, 2025. |
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| · | Gross profit margins remained strong at 61% as a percentage of sales for the three months ended September 30, 2025, and for the same period last year. The consistency of the gross profit margins underscores the resilience of our product mix and disciplined cost management. |
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| · | Operating loss was $(321,000), compared to income from operations of $149,000 for the three months ended September 30, 2025, and 2024, respectively. Operating loss was $(2,209,000), compared to $(956,000) for the nine months ended September 30, 2025, and 2024, respectively. |
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| · | Net loss was $(450,000) or $(0.02) per basic and diluted share, compared to net income of $59,000 or $0.00 per basic and diluted share for the three months ended September 30, 2025, and 2024, respectively. Net loss was $(1,943,000) or $(0.10) per basic and diluted share, compared to $(1,221,000) or $(0.06) per basic and diluted share for the nine months ended September 30, 2025, and 2024, respectively. |
Recent Business Highlights:
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| · | The Company’s sales order backlog grew to $0.9 million at quarter-end and further expanded to $1.3 million as of October 31, with approximately $3 million in pending contracts expected to close before year-end. |
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| · | As of the date of this report, we estimate that potential demand for TOMI’s three product offerings for Custom Engineered System (CES), Hybrid Solutions and SteraMist (SIS) total approximately $15 million, of which $7 million are designated as high priority. High-priority opportunities are those with which the Company is actively engaged through ongoing discussions on specifications, submitted formal proposals, or pursuits via established contractor relationships. |
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| · | During the third quarter, we completed major SteraMist® installations at a number of customers showcasing the scalability and adaptability of our iHP™ technology. On July 16, 2025, we announced the successful first installation of our new SteraMist Integration System – Standalone (SIS-SA) in the life sciences sector, beginning with pharmaceutical isolator market. Since this announcement, the Company has successfully integrated SteraMist iHP in two additional enclosures and anticipates a strong pipeline for further installations with both current and new manufacturing partners. |
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| · | On August 11, 2025, the Company announced an additional win from East Coast distributor, Ares Scientific, with a new university client and TOMI’s SIS platform offerings. These developments further strengthen the Company’s pipeline in the academic vertical and acceptance to the SIS line. |
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| · | On August 12, 2025, the Company announced a major new customer for the implementation of SteraMist iHP technology at two site facilities in less than four months. The customer also placed open BIT Solution orders for 2026, which is expected to support ongoing revenue growth in this important sector in need of sterility. |
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| · | On September 18, 2025, the Company announced that the FDA broadened the permitted use of Hydrogen Peroxide; the ruling significantly expands the potential application of SteraMist iHP. |
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| · | On September 24, 2025, the Company announced a specialized service provider for Healthcare and Mold Remediation. This was the first of three major service provider companies onboarded in the third quarter, all of which have shown strong potential for expanded use of SteraMist iHP technology in their franchises. The SteraMist Pro Certified program continues to be well received, supporting the Company’s efforts to finally build a robust network of certified partners. |
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| · | On October 1, 2025, the Company announced the purchase of SteraMist iHP equipment and BIT Solution totaling $175,000 by a premier provider of decontamination services with 18 franchises across the United States, representing a key milestone in TOMI’s commercial growth strategy. |
Liquidity & Capital Access
As of September 30, 2025, the Company had working capital of $2.5 million; furthermore, cash used in operations improved by approximately $876,000 as compared to the nine months ended September 30, 2024 which was primarily attributable to more focused strategies to collect accounts receivable and manage inventory level.
During 2025 to date, the Company successfully completed a $535,000 convertible note financing to provide additional working capital and support growth initiatives.
On November 5, 2025, the Company entered into an equity line of credit with an investor, pursuant to which and upon the terms and subject to the conditions set forth in an equity purchase agreement, the Company has the right, but not the obligation, to sell up to $20,000,000 of shares of our common stock, par value $0.01 per share, from time to time over a 24-month period.
Additionally, the Company expects to file a universal shelf registration statement on Form S-3. Once declared effective, the registration statement will allow TOMI to offer and sell, from time to time, securities of TOMI in an aggregate amount up to of $50,000,000, which includes the $20,000,000 under the equity line of credit. This shelf registration provides TOMI with the financial flexibility to efficiently access capital as needed to support its operational growth, product development, and long-term strategic initiatives
Executive Commentary
Dr. Halden Shane, CEO of TOMI Environmental Solutions commented, “In the third quarter, we delivered a 95% sequential revenue increase, expanding our recurring BIT™ Solution sales and securing new customer partnerships across critical industries, showcasing the strength of our strategy and execution. Our technology continues to gain recognition, including SteraMist® being named ‘Disinfection and Decontamination Products Company of the Year 2025.’ With the FDA’s expanded approval for hydrogen peroxide use and demonstrated success combating Honeybee Colony Collapse, TOMI is broadening its reach into food, agriculture, and environmental biosecurity markets—key long-term growth drivers.
“Looking ahead, our OEM partnership with a leading player is accelerating its reach into high-containment and cleanroom markets, with the first collaborative installation expected in Q4 2025. We continue to build momentum through our SteraMist Integration System – Standalone (SIS-SA), adding multiple new installations since launch. Internationally, TOMI’s distributors in Germany, the Netherlands, and Italy are advancing strong pipelines pending final EU and UK regulatory approvals, which are expected to further expand global market penetration. Our growing backlog and expanding pipeline give us confidence in our ability to maintain momentum into the fourth quarter and throughout 2026.”
Looking Ahead
The Company enters the fourth quarter of 2025 with strong operational momentum, expanding recurring sales, and a growing customer base across regulated and emerging markets. The company is strategically positioned to capitalize on global trends in clean manufacturing, AI-enabled automation, and biosecurity, with a focus on delivering sustainable long-term growth and shareholder value.
The Company is executing a focused strategy to:
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| · | Expand recurring service contracts with key customers and explore new product lines and/or service offerings to generate a steady income stream |
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| · | Drive year on year recurring revenue growth by increasing SteraMist solution sales |
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| · | Continue to grow our presence internationally utilizing targeted marketing campaigns and referral business. |
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| · | Pursue additional government and institutional partnerships |
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| · | Strengthen balance sheet flexibility through disciplined financial management |
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| · | Strengthen corporate team to support growth |
Conference Call Information
TOMI will hold a conference call to discuss Third Quarter 2025 results at 4:30 p.m. ET today, November 14, 2025.
To participate in the call by phone, dial (888) 506-0062 approximately five minutes prior to the scheduled start time and provide participant access code 690402, or request the "TOMI Environmental Solutions third quarter earnings call." International callers please dial (973) 528-0011. To access the live webcast or view the press release, please visit the Investor Relations section of the TOMI website or register at the following link: https://www.webcaster5.com/Webcast/Page/2262/53230.
A replay of the teleconference will be available until Friday, November 28, 2025, and may be accessed by dialing (877) 481-4010. International callers may dial (919) 882-2331. Callers should use replay access code: 53230. A replay of the webcast will be available for at least 90 days on the company’s website, starting approximately one hour after the completion of the call.
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 indoor surface 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 to produce a fog of ionized Hydrogen Peroxide (iHP™). Represented by the SteraMist® brand of products, iHP™ produces a germ-killing aerosol that works like a visual non-caustic gas.
TOMI products are designed to service a broad spectrum of commercial structures, including, but not limited to, hospitals and medical facilities, cruise ships, office buildings, hotel and motel rooms, schools, restaurants, meat and produce processing facilities, military barracks, police and fire departments, and athletic facilities. TOMI products and services have also been used in single-family homes and multi-unit residences.
TOMI develops training programs and application protocols for its clients and is a member in good standing with The American Biological Safety Association, The American Association of Tissue Banks, Association for Professionals in Infection Control and Epidemiology, Society for Healthcare Epidemiology of America, America Seed Trade Association, and The Restoration Industry Association.
For additional information, please visit https://www.steramist.com or contact us at info@tomimist.com.
Forward-Looking Statements
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, our strategies to grow revenue and expand business development, our expectation with respect to the remainder of 2025, including schedule of delivery, realization of revenue from backlog and potential demands; our ability to generate lead and referral for sales, the expectation to capture new markets, our ability to improve financial performance and the statements under the section entitled “Looking Ahead”. 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 acquire new customers and expands sales; 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.
The following represents our consolidated balance sheets and statement of operations from our recently filed Form 10-Q:
TOMI ENVIRONMENTAL SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| ASSETS |
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| September 30, |
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| 2025 |
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| December 31, |
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| Current Assets: |
| (Unaudited) |
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| 2024 |
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| Cash and Cash Equivalents |
| $ | 490,022 |
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| $ | 664,879 |
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| Accounts Receivable - net |
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| 619,965 |
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| 1,881,138 |
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| Inventories - net |
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| 3,364,260 |
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| 3,578,202 |
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| Vendor Deposits |
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| 222,065 |
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| 35,895 |
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| Prepaid Expenses |
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| 333,997 |
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| 332,999 |
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| Total Current Assets |
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| 5,030,309 |
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| 6,493,113 |
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| Property and Equipment – net |
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| 678,528 |
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| 875,449 |
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| Other Assets: |
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| Intangible Assets – net |
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| 1,359,205 |
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| 1,250,574 |
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| Operating Lease - Right of Use Asset |
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| 342,229 |
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| 399,254 |
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| Other Assets |
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| 634,920 |
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| 675,348 |
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| Total Other Assets |
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| 2,336,354 |
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| 2,325,176 |
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| Total Assets |
| $ | 8,045,191 |
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| $ | 9,693,738 |
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| LIABILITIES AND SHAREHOLDERS’ EQUITY |
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| Current Liabilities: |
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| Accounts Payable |
| $ | 1,258,483 |
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| $ | 1,924,379 |
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| Accrued Expenses and Other Current Liabilities |
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| 828,723 |
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| 455,675 |
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| Deferred Revenue |
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| 309,752 |
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| 211,724 |
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| Current Portion of Long-Term Operating Lease |
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| 139,917 |
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| 129,132 |
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| Total Current Liabilities |
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| 2,536,875 |
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| 2,720,910 |
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| Long-Term Liabilities: |
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| Long-Term Operating Lease, Net of Current Portion |
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| 407,781 |
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| 513,395 |
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| Convertible Notes Payable, net of discount of $240,947 and $239,506 at September 30, 2025 and December 31, 2024, respectively |
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| 2,894,053 |
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| 2,360,494 |
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| Total Long-Term Liabilities |
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| 3,301,834 |
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| 2,873,889 |
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| Total Liabilities |
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| 5,838,709 |
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| 5,594,799 |
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| Commitments and Contingencies |
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| - |
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| - |
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| Shareholders’ Equity: |
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| Cumulative Convertible Series A Preferred Stock; par value $0.01 per share, 1,000,000 shares authorized; 63,750 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively |
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| 638 |
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| 638 |
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| Cumulative Convertible Series B Preferred Stock; $1,000 stated value; 7.5% Cumulative dividend; 4,000 shares authorized; none issued and outstanding at September 30, 2025 and December 31, 2024, respectively |
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| - |
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| - |
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| Common stock; par value $0.01 per share, 250,000,000 shares authorized; 20,075,205 and 20,015,205 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively |
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| 200,752 |
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| 200,152 |
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| Additional Paid-In Capital |
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| 58,251,540 |
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| 58,201,140 |
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| Accumulated Deficit |
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| (56,246,448 | ) |
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| (54,302,991 | ) |
| Total Shareholders’ Equity |
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| 2,206,482 |
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| 4,098,939 |
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| Total Liabilities and Shareholders’ Equity |
| $ | 8,045,191 |
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| $ | 9,693,738 |
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TOMI ENVIRONMENTAL SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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| For the three months ended |
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| For the nine months ended |
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| September 30, |
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| September 30, |
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| 2025 |
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| 2024 |
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| 2025 |
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| 2024 |
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| Sales, net |
| $ | 2,011,556 |
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| $ | 2,542,251 |
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| $ | 4,619,229 |
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| $ | 6,669,730 |
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| Cost of Sales |
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| 779,585 |
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| 981,124 |
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| 1,758,389 |
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| 2,583,419 |
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| Gross Profit |
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| 1,231,971 |
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| 1,561,127 |
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| 2,860,840 |
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| 4,086,311 |
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| Operating Expenses: |
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| Professional Fees |
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| 185,476 |
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| 104,941 |
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| 588,666 |
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| 387,267 |
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| Depreciation and Amortization |
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| 68,588 |
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| 69,909 |
|
|
| 206,368 |
|
|
| 224,384 |
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| Selling Expenses |
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| 143,599 |
|
|
| 226,593 |
|
|
| 630,467 |
|
|
| 881,927 |
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| Research and Development |
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| 10,694 |
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|
| 56,338 |
|
|
| 139,380 |
|
|
| 185,923 |
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| Consulting Fees |
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| 72,623 |
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|
| 44,338 |
|
|
| 238,487 |
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|
| 181,068 |
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| General and Administrative |
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| 1,072,406 |
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|
| 909,906 |
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|
| 3,266,041 |
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|
| 3,181,304 |
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| Total Operating Expenses |
|
| 1,553,386 |
|
|
| 1,412,025 |
|
|
| 5,069,409 |
|
|
| 5,041,873 |
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| Income (loss) from Operations |
| $ | (321,415 | ) |
| $ | 149,102 |
|
| $ | (2,208,569 | ) |
| $ | (955,562 | ) |
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| Other Income (Expense): |
|
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| Other Income |
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| - |
|
|
| - |
|
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| 534,912 |
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|
| - |
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| Interest Income |
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| 1,406 |
|
|
| 3,480 |
|
|
| 85,717 |
|
|
| 15,231 |
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| Interest Expense |
|
| (130,339 | ) |
|
| (93,620 | ) |
|
| (355,517 | ) |
|
| (280,699 | ) |
| Total Other Income (Expense) |
|
| (128,933 | ) |
|
| (90,140 | ) |
|
| 265,112 |
|
|
| (265,468 | ) |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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| Income (loss) before income taxes |
|
| (450,348 | ) |
|
| 58,962 |
|
|
| (1,943,457 | ) |
|
| (1,221,030 | ) |
| Provision for Income Taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Net income (loss) |
| $ | (450,348 | ) |
| $ | 58,962 |
|
| $ | (1,943,457 | ) |
| $ | (1,221,030 | ) |
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|
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| Net income (loss) Per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
| $ | (0.02 | ) |
| $ | 0.00 |
|
| $ | (0.10 | ) |
| $ | (0.06 | ) |
| Diluted |
| $ | (0.02 | ) |
| $ | 0.00 |
|
| $ | (0.10 | ) |
| $ | (0.06 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic Weighted Average Common Shares Outstanding |
|
| 20,075,205 |
|
|
| 20,015,205 |
|
|
| 20,046,195 |
|
|
| 19,984,179 |
|
| Diluted Weighted Average Common Shares Outstanding |
|
| 20,075,205 |
|
|
| 20,096,751 |
|
|
| 20,046,195 |
|
|
| 19,984,179 |
|