8-K
TOMI Environmental Solutions, Inc. (TOMZ)
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 1, 2025
| 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 8.01 Other Events.
On July 1, 2025, TOMI Environmental Solution, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) confirming that the Company has regained compliance with NASDAQ’s minimum bid price continuing listing requirement as set forth in Listing Rule 5550(a)(2) and that the matter was now closed.
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 | Letter from Nasdaq dated July 1, 2025 |
| 104 | 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.
| TOMI ENVIRONMENTAL SOLUTIONS, INC. | ||
|---|---|---|
| Date: July 1, 2025 | By: | /s/ Halden S. Shane |
| Name: Halden S. Shane | ||
| Title: Chief Executive Officer | ||
| 3 | ||
| --- |
tomz_ex991.htm EXHIBIT 99.1
By Electronic Delivery to: doc@tomimist.com ; hpaul@tomimist.com
July 1, 2025
Dr. Halden S. Shane
Chairman and Chief Executive Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way
Frederick, Maryland 21701
| Re: | TOMI Environmental Solutions, Inc. (the “Company”) |
|---|
| | Nasdaq Symbol: TOMZ |
Dear Dr. Shane:
On March 28, 2025, Staff notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, Staff has determined that for the last 20 consecutive business days, from June 2 through June 30, 2025, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.^1^
If you have any questions, please contact me at +1 301 624 3072. Sincerely,
W. Wayne Bush, CFA
Director
Nasdaq Listing Qualifications
____________________________
^1^ Staff notes that Listing Rule 5810(c)(3)(A)(iv) states in part, “if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one- year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.”