UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 4, 2026, the shareholders of TOMI Environmental Solutions, Inc. (the “Company”) holding a majority of the voting power of the Company’s Voting Stock approved via written consent the execution of one or more reverse stock splits of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock” and together with the Common Stock, the “Voting Stock”) at a ratio within the range of 1-for-3 to 1-for-6, with such timing and ratios to be determined in the discretion of the Board of Directors of the Company (the “Board”). This approval was reported on an Information Statement on Schedule 14C filed with the Securities and Exchange Commission on June 5, 2026, which became effective on June 30, 2026.
Pursuant to such authority granted by the Company’s shareholders, on May 19, 2026, the Company’s management approved a reverse stock split of 1-for-3 (1:3) (the “Reverse Stock Split”) of the Voting Stock. The Company’s pre-split shares outstanding as of June 30, 2026, was 24,427,465. On July 17, 2026, the Company filed the articles of amendment to amend the Company’s Restated Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of Florida, with an effective date of July 20, 2026 (the “Effective Date”). The Reverse Stock Split will become effective at the start of trading on July 20, 2026 (the “Effective Time”).
When the Reverse Stock Split becomes effective, every three (3) shares of the Company’s issued and outstanding Voting Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Voting Stock, without any change in the par value per share. The Reverse Stock Split reduces the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s outstanding stock options and warrants in proportion to the ratio of the Reverse Stock Split and causes a proportionate increase in the exercise prices of such stock options and warrants. Restricted stock units will be adjusted to reflect the reduced number of underlying shares. The Reverse Stock Split did not change the Company’s total number of authorized shares of Common Stock or Preferred Stock.
No fractional shares will be issued as a result of the Reverse Stock Split. Shareholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive one full share of the post-Reverse Stock Split Voting Stock in lieu of such fractional share.
Continental Stock Transfer and Trust is acting as exchange agent for the Reverse Stock Split and will notify shareholders of record regarding the Reverse Stock Split. Shareholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) are not required to take any action.
Commencing on July 20, 2026, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 890023302.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
Exhibit No. |
| Description |
| Articles of Amendment to Articles of Incorporation of the Registrant, effective July 20, 2026 | |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
Date: July 20, 2026 | TOMI ENVIRONMENTAL SOLUTIONS, INC. | |||
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| 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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EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TOMI ENVIRONMENTAL SOLUTIONS, INC.
Pursuant to the provisions of Section 607.1006, Florida Statutes, TOMI ENVIRONMENTAL SOLUTIONS, INC., a Florida profit corporation (the “Company”), hereby adopts the following Articles of Amendment to its Articles of Incorporation, as amended on September 19, 2011, and as further amended on October 30, 2019 and September 10, 2020, pursuant to the provisions of the Florida Business Corporation Act:
1. Amendment. The provisions of Article IV immediately following the first sentence are hereby deleted in their entirety and replaced with the following (the “Amendment”):
“The Company is authorized to issue 250,000,000 shares of Common Stock (the “Common Stock”). The par value of the Common Stock remains $0.01 per share.
The Company is authorized to issue 1,000,000 shares of cumulative, convertible $0.01 Preferred A Stock (the “Series A Preferred Stock”). The Series A Preferred Stock (as adjusted in connection with the Reverse Stock Split (as defined below) and any reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Series A Preferred Stock that occur after the date hereof) is convertible into shares of Common Stock at a conversion ratio of one (1) share of Series A Preferred Stock for one (1) share of Common Stock (as adjusted in connection with the Reverse Stock Split and any reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date hereof). The Series A Preferred Stock has no dividend attached.
The Company is authorized to issue 4,000 shares of Series B Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock shall be convertible at an exchange rate of 200 shares of Common Stock for each share of Series B Preferred Stock and have a stated value per share of $1,000. The Series B Preferred Stock shall carry a cumulative dividend of 7.5% per annum and shall be senior in liquidation preference to the Common Stock and equal in liquidation preference to all other authorized class of preferred stock. The dividend is payable in-kind, at the election of the Company.
On the close of business on the date these Articles of Amendment are filed with the Florida Department of State (the “Effective Time”): (i) each three (3) shares of Common Stock issued and outstanding or held by the Company in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof or the Company, be combined and converted into one (1) share of validly issued, fully paid and non-assessable Common Stock, subject to the treatment of fractional share interests as described below; and (ii) each three (3) shares of Series A Preferred Stock issued and outstanding or held by the Company in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof or the Company, be combined and converted into one (1) share of validly issued, fully paid and non-assessable Series A Preferred Stock, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock or Series A Preferred Stock shall be issued in connection with the Reverse Stock Split. Rather, fractional shares created as a result of the Reverse Stock Split shall be rounded up to the next whole number, such that, in lieu of fractional shares, each shareholder who otherwise would be entitled to receive fractional shares of Common Stock or Series A Preferred Stock as a result of the Reverse Stock Split shall instead be entitled to receive the nearest larger whole number of shares of Common Stock or Series A Preferred Stock, respectively.”
2. Approval of Amendment. The Amendment was approved and adopted by all of the directors of Company on May 19, 2026, and was approved and adopted by the required vote of the shareholders of the Company on June 4, 2026.
3. Effective Time and Date of Amendment. The Amendment shall become effective as of July 20, 2026.
IN WITNESS WHEREOF, the undersigned has executed this Articles of Amendment as of July 14, 2026.
| TOMI ENVIRONMENTAL SOLUTIONS, INC. | |||
| a Florida corporation | |||
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| By: | /s/ Halden S. Shane | |
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| Name: Halden S. Shane | |
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| Title: Chief Executive Officer and Chairman of the Board | |