8-K

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): March 6, 2026

8430 SPIRES WAY

FREDERICK, Maryland 21701

(Address of principal executive offices, including 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):

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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.

As previously disclosed on November 12, 2025, TOMI Environmental Solutions, Inc. (the “Company”) entered into an Equity Purchase Agreement, dated November 5, 2025 (the “Purchase Agreement”), with Hudson Global Ventures, LLC (“Hudson Global”), pursuant to which the Company has the right, but not the obligation, to sell to Hudson Global up to $20,000,000 of shares of its common stock, par value $0.01 per share, from time to time over a 24-month period.  The shares are offered and sold pursuant to a registration statement on Form S-3 (File No. 333-291563) (“Form S-3”) and the Company hereby files a legal opinion as an exhibit to this Form 8-K relating to such offer and sale, which opinion is incorporated by reference into the Form S-3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

tomz_ex51.htm EXHIBIT 5.1

February 24, 2026

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30th Floor

New York, New York 10004

Attention: Stacy Aqui

Re: Tomi Environmental Solutions, Inc.

Dear Ms. Aqui:

We are providing this opinion as counsel to TOMI Environmental Solutions, Inc., a Florida corporation (the “Company”), with respect to the Company’s issuance and sale of up to 4,043,018 shares (“Common Shares”) of common stock, $0.01 par value (“Common Stock”), pursuant to that certain equity purchase agreement, dated as of November 5, 2025 (the “Purchase Agreement”)  that the Company may sell from time to time to Hudson Global Ventures, LLC (“Hudson Global”), including 52,000 shares of Common Stock to be issued to Hudson Global as commitment fees (the “Commitment Shares” and, together with the Common Shares, the “Shares”).

The Company filed a registration statement on Form S-3 (File No. 333-291563) on November 11, 2025 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”) registering the officer and sale of the Shares to Hudson Global, and the Registration Statement became effective on December 8, 2025.

In connection with this opinion letter, we have reviewed (i) the Registration Statement and the prospectus dated December 8, 2025 contained therein (the “Base Prospectus”), as supplemented by the Prospectus Supplement dated December 11, 2025, relating to the offer and sale of the Shares (as so supplemented, the “Prospectus”) filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act, (ii) a copy of the instruction letter dated February 24, 2026, signed by the Company and relating to the issuance of the Common Shares by the Company (the “Instruction Letter”), and (iii) such other documents and materials as we have deemed relevant for the purposes hereof. We have made no independent investigation regarding the matters contained in the Registration Statement, Prospectus or Instruction Letter and have relied upon the accuracy thereof.

For purposes of this opinion letter, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of the documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile, pdf or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

On the basis of the foregoing, we are of the opinion that (A) the Shares, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, the Prospectus and the Purchase Agreement, will be validly issued, fully paid and non-assessable; and (B) the offer and sale of the Shares have been registered by the Company under the Securities Act pursuant to the Registration Statement and Prospectus.

The opinion contained herein is limited to the federal securities laws of the United States.

This opinion letter is furnished by us solely for your benefit in connection with the issuance of the Common Shares and may not be relied upon by you for any other purpose or by any other person or entity for any purpose whatsoever.  This opinion letter is not to be quoted in whole or in part or otherwise referred to or used or furnished to any other person, expect as may be required by any governmental authority or pursuant to legal process, without our express written consent.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP