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 19, 2025

 

TOMI ENVIRONMENTAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Florida		001-39574		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 5.07 Submission of Matters to a Vote of Security Holders.

 

At the 2025 Annual Meeting of Shareholders of TOMI Environmental Solutions, Inc. (the “Company”) held on November 19, 2025 (the “Annual Meeting”), the shareholders of the Company approved two proposals, a description of which may be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 30, 2025. Of the 20,075,205 shares of voting stock outstanding as of the record date of September 29, 2025, 12,633,025 shares were represented at the Annual Meeting, which constituted a quorum. The final voting results of the two proposals are set forth below.

 

Proposal 1: Election of Class II Directors

 

The Company’s shareholders elected Messrs. Francesco Fragasso and Harold Paul to serve as the Class II Directors on the Company’s Board of Directors (the “Board”), to serve a three-year term that will expire at the Company’s 2028 Annual Meeting of Shareholders and at such time as their respective successor has been duly elected and qualified or their earlier resignation or removal. The voting results are as follows:

 

		For				Withheld				Broker Non-Votes
Francesco Fragasso			10,310,356				108,880				2,213,789
Harold Paul			10,253,327				165,909				2,213,789

 

Proposal 2: Ratification of Independent Registered Public Accounting Firm

 

The Company’s shareholders ratified the appointment of Rosenberg Rich Baker Berman & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as set forth below:

 

For				Against				Abstain
	12,419,062				180,804				33,159

 

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SIGNATURE

 

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: November 20, 2025	By:	/s/ Halden S. Shane
	Name:	Halden S. Shane
	Title:	Chief Executive Officer

 

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