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): December 21, 2021
| TOMI ENVIRONMENTAL SOLUTIONS, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Florida | 000-09908 | 59-1947988 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
8430 Spires Way, Suite N 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 2021 Annual Meeting of Shareholders of TOMI Environmental Solutions, Inc. (the “Company”) held on December 21, 2021 (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 November 17, 2021. Of the 19,744,705 shares of voting stock outstanding as of the record date, 12,478,091 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 I Directors
The Company’s shareholders elected Dr. Lim Boh Soon and Ms. Elissa J. Shane to serve as the Class I Directors on the Company’s Board of Directors (the “Board”), to serve a three-year term that will expire at the Company’s 2024 Annual Meeting of Shareholders and at such time as his or her successor has been duly elected and qualified or his or her earlier resignation or removal. The voting results are as follows:
| For | Withheld | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|
| Dr. Lim Boh Soon | 8,750,045 | 97,134 | 3,630,912 | |||
| Ms. Elissa J. Shane | 8,217,558 | 629,621 | 3,630,912 |
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, 2021, as set forth below:
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 12,449,643 | 23,959 | 4,489 | |||
| 2 | |||||
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Item 7.01 Regulation FD Disclosure
On December 21, 2021, members of the Company’s management team delivered a presentation at the Annual Meeting. A copy of the presentation is being furnished as Exhibit 99.1.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Presentation at the 2021 Annual Meeting of Shareholder of TOMI Environmental Solutions, Inc. on December 21, 2021 |
| 3 | |
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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.
| TOMI ENVIRONMENTAL SOLUTIONS, INC. | ||
|---|---|---|
| Date: December 21, 2021 | By: | /s/ Halden S. Shane |
| Name: Halden S. Shane | ||
| Title: Chief Executive Officer | ||
| 4 | ||
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tomz_ex991.htm EXHIBIT 99.1
Overview of SteraMist & Future Developments
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Behind SteraMist Technology 2 Funded by a grant provided by the U.S. Defense Advanced Research Projects Agency (DARPA), ionized Hydrogen Peroxide (iHP) was developed as a direct response to the Anthrax attacks of 2001. Registered as a Hospital-Healthcare disinfectant with a 6-log efficacy against viral pathogens beyond Anthrax. First combination of both solution and technology to be registered by the EPA. TOMI amended their label in 2020 to include Emerging Pathogens. EPA label further expanded, five divisions emerged: Hospital-Healthcare, Life Sciences, TOMI Service Network (TSN), Food Safety, and Commercial. LIST G: Norovirus LIST H: MRSA LIST K: C. difficile spores LIST L: Ebola LIST M: H1N1 LIST N: SARS-CoV-2 Coronavirus
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Science Behind ionized Hydrogen Peroxide (iHP) Technology 3 All SteraMist products use BIT™ Solution and ionized Hydrogen Peroxide (iHP) Technology! SteraMist is the first EPA-registered combination that ensures consistent efficacy throughout all TOMI products. ONE TECHNOLOGY, MULTIPLE SOLUTIONS
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SteraMist Advantages 4 Relies on labor to physically cover surfaces. Often requires dilution or mixing before application. May leave behind residues and damage equipment. UV only produces a 3-4 log kill, sometimes 5 log kill at distances of approx. 3 feet. Shadowed surfaces comprises effectiveness. Efficacy claims based on solution’s EPA label, not when applied with an electrostatic sprayer. Large particle size that may affect efficacy in small areas. Long contact time. High concentrated hydrogen peroxide and hydrogen peroxide mixed with other ingredients damages equipment and relies on contact time for efficacy. The room must be preconditioned. THE STERAMIST ADVANTAGE
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20 Countries TOMI’s products are EPA labeled for use as a Healthcare-Hospital Disinfectant and as a General Use, Multiple Use Disinfectant Our products are also FDA registered as a medical device TOMI’s products disinfect against: Staphylococcus aureus (Staphylococcus) (Staph) (ATTC #6538), Pseudomonas aeruginosa (Pseudomonas) (ATTC #15442), Methicillin Resistant Staphylococcus aureus (MSRA) (ATTC #33592), Salmonella enterica (Salmonella) (ATTC #10708), Influenza A vírus (H1N1) (ATTC #VR-1469), Clostridium difficile spores (C. diff) (ATTC #43598), Norovirus (Feline Calicivirus) (FCV) (ATTC #VR-782), Geobacillus stearothermophilus Spores (ATTC #12980) 50 States Registered In Registered In 32 Granted Patents 50 Patent Applications Worldwide 5 LIST N SARS CoV-2 CORONAVIRUS
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For Wellness and Everyday Life with a Mission to Help Customers Create a Healthier World Today and Tomorrow. Evolving SteraMist’s Superior Game-Changing Disinfection Meets TOMI’s Mission to Innovate for a Safer World.
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The SteraPak 8
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Transport Custom Engineered System 9 SteraMist Transport Custom Engineered System (CES) places powerful iHP (ionized Hydrogen Peroxide) into your vehicle, deliver. CUSTOM ENGINEERED DISINFECTION DESIGNED FOR ANY VEHICLE
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This product will be an affordable, easier to mobilize option for smaller labs and areas for vivariums, and potentially the healthcare industry. The Select Plus will allow for enhanced flexibility by using a single applicator to decontaminate full-room to small-space volume while maintain the size of the current Surface unit with more robust process controls. TOMI is developing a rotating connector to attached to an applicator stand. This will assist with distributing mist throughout the area. 10 Rotating App Connection
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Developed as a Decontamination Chamber (one door) or a Passthrough Box (two door). Engineered for Northwestern University Designed to exclusively work with the 90º Applicator and SteraMist Environment System or Select Surface Unit. You’re able to remotely initiate a decontamination cycle and initiate the self-contained exhaust system without fear of hydrogen peroxide exposure to the surrounding area. SAMPLE STERILIZATION CYCLE (EMPTY CHAMBER) Injection: 9ml Cycle (12ml/min.) x2 Total Injection Time (approx.): 1m30s Dwell: >10 mins Aeration: ~20 mins. 11 SAMPLE STERILIZATION CYCLE (EMPTY CHAMBER) Injection: 9ml Cycle (12ml/min.) x2 Total Injection Time (approx.): 1m30s Dwell: >10 mins Aeration: ~20 mins.
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TOMI currently has eight (8) SteraMist Custom Engineered Systems (CES) installed throughout the world. The CES is a custom, fully-automatic disinfection and decontamination system built to a facility’s specifications to accommodate unique decontamination needs. TOMI is on track to complete a CES at Fresnius Kabi Labsfel by end of 2021. They have a great interest in installing two (2) additional CES systems throughout that facility which is projected for 2022. Seven (7) additional Fresnius Kabi facilities are interested in implementing CES at their facilities. Merck has interest in multiple additional CES systems. Merck is interested in CES for West Point and throughout their facilities worldwide. Dana Farber, TOMI’s first CES system, has set a precedence in the Boston area. TOMI is seeing interest throughout the area, including Ragon Institute. 12
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Bernadette Burden, a CDC spokeswoman CONFIDENTIAL SteraMist products all comprise of ionized Hydrogen Peroxide (iHP) cold plasma technology which guarantees superior disinfection. TOMI continues to enhance the SteraMist product line by developing and producing new systems which utilize this iHP technology. Development of the Binary Ionization Technology (BIT) solution includes blending low grade hydrogen peroxide solutions, such as 0.35% and 1% to expand TOMI’s market share. 13
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Bernadette Burden, a CDC spokeswoman CONFIDENTIAL TOMI will remain developing new products and solutions for our customers and expanding our clientele. Furthering our internal R&D team and creating an internal manufacturing team will streamline processes and product development. Developing our executive team, sales team, tech team, and other departments will add a significant number of employees. TOMI plans on expanding our corporate headquarters by purchasing the neighboring office space. See blueprint on the right. 14
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The world is still living in a pandemic as coronavirus continues to mutate into different variants. COVID has impacted many business due to shipping, material, and supply issues. Disinfection has remained at the forefront of this pandemic and TOMI strives to continue enhancing SteraMist products in an ongoing effort to provide a universal disinfection solution. 15 THANK YOU! TOMI™ Environmental Solutions, Inc. 1-800-525-1698 | 1-310-275-2255 www.tomimist.com | info@tomimist.com
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