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): July 5, 2022

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 Act:

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 7.01. Regulation FD Disclosure.

On July 5, 2022, Tomi Environmental Solutions, Inc. (the “Company”) released a letter from the Company’s Chief Executive Officer, Dr. Halden Shane, (the “CEO Letter”) to the Company’s stockholders. A copy of the CEO Letter is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

The information furnished in this Item 7.01, including the CEO Letter attached hereto as 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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Certain statements in the CEO Letter may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements include, without limitation, statements relating to anticipated recognition of revenue in the remainder of 2022; financial performance and operating results; upcoming launch of new products; expected growth in sales and market demand; revenue opportunities of CES products in 2022; timing and process relating to research studies and testing; production capacity of our suppliers; the Company’s ability maintain is listing on Nasdaq; and anticipated cost saving and lead time in the manufacturing of our products. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the impact of COVID-19 pandemic on our business and customers; our ability to maintain and manage growth and generate sales, our reliance on a single or a few products for a majority of revenues; the general business and economic conditions; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed by us with the SEC and other periodic reports we filed with the SEC. The information provided in this document is based upon the facts and circumstances known at this time. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in the CEO Letter is as of today’s date, unless otherwise stated, and we undertake no duty to update such information, except as required under applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

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_ex991.htm EXHIBIT 99.1

From the Desk of Dr. Halden Shane

CEO and Chairman of the Board

July 5, 2022

From: The Desk of the CEO

Dear Shareholders,

I hope you are all enjoying this beautiful weather as the summer season is now upon us.

We have seen increasing interest across our entire product line, but one of our most in demand products is our Custom Engineered System (CES), which was a driving force in our current open sales orders that created positive financial results in Q1. I wanted to take this opportunity to provide additional background and information about this key product and its potential to further enhance our financial performance in the future.

We believe the CES is the perfect solution for customers looking to build either a permanent or temporary  decontamination system that is highly customized to meet their specific needs and requirements. We can customize and install a CES to accommodate whole facilities, individual rooms, pharmaceutical production areas, biosafety cabinets, anterooms, food processing areas, operating rooms, and so much more. Additionally, our systems can be built within transportation settings and installed in a variety of vehicles, including ambulances, fire engines and food trucks, to provide just a few examples.

Once installed, the system can efficiently and quickly spread our leading SteraMist solution which moves like a gas throughout the desired space and deliver a six log kill rate of harmful pathogens with a short dwell time, and all of this is achieved without any causing any harmful or toxic effect to the enviroment. The process is fully automated through a control panel that allows operators to easily deploy the SteraMist system in multiple locations in the building to achieve optimal results.

Our CES is trusted by some of the most well-known platinum customers. Click here for a video showcasing one of our CES in action in the Pfizer lab where workers are producing COVID-19 vaccines as posted by the New York Times. In addition to Pfizer, we have several other Fortune 500 customers that trust the safety of their products and employees with our CES and other SteraMist systems and continue to use and purchase our products due to its effectiveness and reliability.

TOMI’s first CES was installed back in 2016 at the Dana Farber Cancer Institute, and since then the product has become a significant driver of our revenue and a cornerstone of our business. Recently, we are seeing an increased pipeline of sales opportunities primarily due to the higher number of cleanrooms at customers in the pharmaceutical and life sciences industries, as well as the ongoing shift of preference from manual to automated disinfection solutions. To manage this increased demand, as we have  previously discussed, we partnered with ARM Enertech Associates in the first quarter of 2022 to manufacture our CES in their Pennsylvania facility. Additionally, our current manufacturer, Planet Innovation, has expanded their business into the United States from Australia, providing easier access to their services. Overall, we believe we are well positioned to manage the demand for our CES, reduce the lead time and costs for manufacturing the CES systems, and ship to our customers in a timely manner.

Our Custom Engineered System enabled us to secure more bookings, win more bids and thus compete more effectively in our market. CES eliminates human error, provides targeted disinfection unmatched by competing solutions and help reduce labor cost and down time for our customers. We are thrilled with the traction that our CES has gained over the past few years and look forward to its continued success as customers around the world recognize the effectiveness of our products.  We believe that our CES and the entire TOMI product line can set the industry standard for disinfection and decontamination solution.

Like many companies, we are experiencing supply chain constraints with certain components and vendors, while shortages and long lead times have hampered our ability to convert our record sales orders to revenue in the short term and has hindered the timeline for launching of new products.  However, we have adjusted our strategies in response to these headwinds and expect our operations to return to a more normalized cadence during the second half of the year, which we believe should enable us to meet our year-end revenue projection of $12 million to $14 million for 2022.

Thank you for your continued support in TOMI Environmental Solutions.  Hope you have had a safe Fourth of July and that this will be a memorable summer.

Best,

Dr. Halden Shane