10-K/A
TOMI Environmental Solutions, Inc. (TOMZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the fiscal year ended December 31, 2024
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission File Number 000-09908
| TOMI ENVIRONMENTAL SOLUTIONS, INC. | |
|---|---|
| (Exact name of registrant as specified in its charter) | |
| Florida | 59-1947988 |
| --- | --- |
| (State or other jurisdiction of<br><br>incorporation or organization) | (I.R.S. Employer<br><br>Identification No.) |
| 8430 Spires Way Frederick, Maryland | 21701 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 525-1698
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | TOMZ | The Nasdaq Capital Market |
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
|---|---|---|---|
| Non-Accelerated Filer | ☒ | Smaller Reporting Company | ☒ |
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $12,696,000, based upon the closing price of the registrant’s common stock as reported on the Nasdaq Capital Market on such date.
As of April 30, 2025, the registrant had 20,015,205 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025 (the “Form 10-K”). The purpose of this Amendment is to revise and update Part IV to correct certain file references and file certain exhibits that were inadvertently omitted on the Form 10-K.
Except as expressly noted above, this Amendment does not modify or update the other disclosures presented in the Form 10-K. This Amendment does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. This Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.
| 2 |
|---|
TABLE OF CONTENTS
| Item | Page | |
|---|---|---|
| PART IV | ||
| 15. | Exhibits, Financial Statement Schedules | 4 |
| Signatures | 5 | |
| 3 | ||
| --- | ||
| Table of Contents |
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits
The following Exhibits are filed as part of this Annual Report on Form 10-K/A.
+ Indicates a management contract or compensatory plan.
# The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
| 4 |
|---|
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DATED: May 1, 2025 | TOMI ENVIRONMENTAL SOLUTIONS, INC. |
|---|---|
| /s/ HALDEN S. SHANE | |
| Halden S Shane<br><br>Chairman of the Board and Chief Executive Officer<br><br>(Principal Executive Officer) | |
| 5 | |
| --- |
tomz_ex103.htm EXHIBIT 10.3
TOMI Corporate Headquarters 8430 Spires Way, Suite N Frederick, MD 21701 Phone: (800) 525-1698
By Email
December 15, 2024
Nick Jennings
330 Penn Street #2
El Segundo CA 90245
Re: CFO Consulting Agreement
Dear Mr. Jennings:
This letter agreement confirms and memorializes our recent discussions regarding the terms of your appointment as interim Chief Financial Officer of TOMI Environmental Solutions, Inc. (“TOMI”), effective as of December 15, 2024 (the “Effective Date”). Please indicate your agreement to the terms set forth herein by your signature below.
- Term; Title.
From the Effective Date through the five (5) month anniversary thereof (“Term”), you shall serve as interim Chief Financial Officer of TOMI. In that capacity, you shall report directly to the Chief Executive Officer of TOMI. In the event a replacement is hired during the five-month period, a full month of compensation will be due in the month the replacement is hired, and this agreement will terminate. Either party shall have the right to terminate the agreement hereunder prior to the expiration of the Term effective immediately upon a written 30-day notice to interim Chief Financial Officer or TOMI.
- Compensation and Benefits.
(a) Fees. During the Term, you shall receive a monthly fee at a rate of $15,000 per month. $7,500 will be paid upon the commencement of the Term and $7,500 will be paid bi-monthly over the five-month term.
(b) Annual Bonus. During the Term, you shall not be eligible for any bonus under TOMI’s annual bonus plans.
(c) Employee Benefits. During the Term, you will not participate in the employee benefit plans made available to TOMI’s named executive officers generally.
(d) The interim Chief Financial Officer shall be responsible for his own expenses. Expenses related to all company activities including travel shall be reimbursed at GSA per diem rates including mileage at the IRS rate in effect at that time. Any expense of more than $100 shall be approved in advance in writing, which shall include email. All approved expenses shall be paid on the next pay period after approval.
| 1 |
|---|
- Responsibilities.
| A. | Prepare 2025 annual budget, forecasted 2025 financial statements and preparation of budget presentation. |
|---|
| B. | Manage and oversee annual inventory count and inventory observation conducted by third party auditors. |
| C. | Lead accounting department with request to monthly, quarterly and annual closing of books, includes reconciling balance and income statement accounts. |
| D. | Manage and oversee annual financial statement audit and quarterly financial statement review. |
| E. | Draft quarterly and annual financial statements and SEC reports (Form 10-K and Form 10-Q). |
| F. | Assist with preparation of annual earning press release, quarterly earnings press and the script for the related earnings calls. |
| G. | Cash flow management and projections. |
| H. | Lead account department and manage accounting functions. |
| I. | Maintain ownership of staff and manager accounting department |
| J. | Manage and evaluate all corporate insurance policies |
| K. | Manage global account, receivables, and payables to maximize cash flow. |
| L. | Work for senior team to develop strategic plan for 2025. |
| M. | Fill up and implement best practices and tools to ensure a well-controlled flexible organization that is strong, fiscal management, project coordination, cross, team, communications, and workflows. |
| N. | Work with management on production and to ensure adequate inventory levels are maintained |
| O. | Provide leadership and all financial aspects of TOMI, including financial reporting, SEC, compliance, budgeting, strategic planning, and treasury function. Maintain corporate records in a professional manner. |
- Liability.
You will be covered under TOMI’s current D&O insurance policy during the Term.
- Restrictive Covenants.
(a) Trade Secrets and Confidential Information. During the course of your employment with TOMI, TOMI and its affiliates may disclose to you Trade Secrets and Confidential Information (each as defined below). The Trade Secrets and the Confidential Information of TOMI and its affiliates are the sole and exclusive property of TOMI and its affiliates (or a third party providing such information to TOMI or its applicable affiliate). The disclosure of the Trade Secrets and the Confidential Information of TOMI and its affiliates to you does not give you any license, interest, or rights of any kind in the Trade Secrets or Confidential Information. You may use the Trade Secrets and Confidential Information solely for the benefit of TOMI and its affiliates while you are an employee of TOMI. You shall hold in confidence the Trade Secrets and Confidential Information of TOMI. Except in the performance of services for TOMI and its affiliates, you shall not reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer the Trade Secrets or the Confidential Information of TOMI and its affiliates or any portion thereof. The obligations under this letter with regard to the Trade Secrets of TOMI and its affiliates remain in effect as long as the information constitutes a trade secret under applicable law. The obligations with regard to the Confidential Information of TOMI shall remain in effect while you are employed by TOMI and its affiliates and thereafter. You agree to return to TOMI, upon your resignation, termination, or upon request by TOMI, the Trade Secrets and Confidential Information of TOMI and all materials relating thereto. As used herein, “Trade Secrets” means information of TOMI and its affiliates, and their respective licensors, suppliers, clients, and customers, including, but not limited to, technical or non technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is not commonly known or available to the public and which information (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. As used herein, “Confidential Information” means information, other than Trade Secrets, that is treated as confidential, and that would potentially damage or interfere with, in any manner, the business of TOMI and its affiliates if disclosed. Confidential Information includes, but is not limited to, information concerning TOMI’s (and its affiliates’) financial structure, pricing, revenue sharing, partner agreements, customer agreements, marketing plans, methods of operation, and internal operating procedures. Notwithstanding the foregoing, the provisions of this Section 5 do not apply to (A) information that is general knowledge in TOMI’s industry, (B) information that has been disclosed to you by third parties who are unrelated to TOMI and who are not bound by agreements of confidentiality with respect thereto, and (C) information you may be required to disclose by law but only to the extent required by law.
| 2 |
|---|
(b) Non-solicitation. You agree that for so long as you are employed by TOMI or any of its affiliates and for a period thereafter equal to one month for every full month of service with TOMI, up to a maximum of 12 months, from the date you cease to be employed by TOMI and its affiliates for any reason, neither you nor any company or other entity controlled by you (whether currently existing or hereafter acquired or formed) shall, directly or indirectly, in any capacity, (i) solicit or induce, or attempt to solicit or induce, any person who accepts employment with TOMI and its affiliates to leave the employ of TOMI or any of its affiliates for any reason whatsoever, or (ii) hire or employ any person who accepts employment with TOMI and its affiliates.
(c) Non-disparagement. You agree not to disparage TOMI or its affiliates in any way, other than as part of the judicial, arbitration, or other dispute resolution process in connection with any litigation, mediation, arbitration, or other judicial proceeding arising under any claim brought in connection with this letter, or other than when compelled to testify under oath by subpoena, regulation or court order. TOMI agrees to instruct the members of its Board of Directors and its officers who are subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, not to disparage you in any way, other than as part of the judicial, arbitration or other dispute resolution process in connection with any litigation, mediation, arbitration or other judicial proceeding arising under any claim brought in connection with this letter, or other than when compelled to testify under oath by subpoena, regulation or court order.
(d) Remedies. You acknowledge that breach of the provisions of this Section 5 would result in irreparable injury and permanent damage to TOMI and its affiliates, which prohibitions or restrictions you acknowledge are both reasonable and necessary under the circumstances, singularly and in the aggregate, to protect the interests of TOMI and its affiliates. You recognize and agree that the ascertainment of damages in the event of a breach of this Section 5 would be difficult, and that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered by TOMI and its affiliates from breach by you. You therefore agree: (i) that, in the event of a breach of this Section 5, TOMI, in addition to and without limiting any of the remedies or rights that it may have at law or in equity or pursuant to this letter, shall have the right to injunctive relief or other similar remedy to specifically enforce the provisions hereof; and (ii) to waive and not to (A) assert any defense to the effect that TOMI has an adequate remedy at law with respect to any such breach, (B) require that TOMI submit
proof of the economic value of any Trade Secret, or (C) require that TOMI post a bond or any other security. Nothing contained herein shall preclude TOMI from seeking monetary damages of any kind, including reasonable fees and expenses of counsel and other expenses, in a court of law.
- Governing Law.
This letter shall be governed in all aspects by the laws of the State of California, without regard to its rules governing conflicts of law.
| 3 |
|---|
- No Conflict.
It is understood and agreed that this fractional consultancy shall not prevent the consultant from business activities outside the scope of the agreement, and he shall be free to pursue his other business as a CPA.
- Miscellaneous.
This letter may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors or legal representatives. This letter represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communications, agreements, and understandings, whether oral or written, relating to the subject matter hereof. This letter may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Sincerely,
_______________________________________
TOMI Environmental Solutions, Inc.
By: Halden S. Shane
Title: Chief Executive Office
Agreed and Acknowledged:
_______________________________________
Nick Jennings, CPA
| 4 |
|---|
tomz_ex191.htm EXHIBIT 19.1
INSIDER TRADING COMPLIANCE POLICY
Introduction to Our Policy
Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of TOMI Environmental Solutions, Inc. (the “Company”) as well as that of all persons affiliated with our Company.
“Insider trading” occurs when any person purchases or sells a security while in possession of inside information relating to the security. “Inside information” is information that is both “material” and “nonpublic.”
Insider trading is a crime. The penalties for violating insider trading laws include imprisonment, disgorgement of profits, civil fines, and criminal fines of up to $5 million for individuals and $25 million for corporations. Insider trading is also prohibited by this Policy, and violation of this Policy may result in Company-imposed sanctions, including removal or dismissal for cause.
This Policy applies to all officers, directors, and employees of the Company. Individuals subject to this Policy are responsible for ensuring that members of their households also comply with this Policy. Every officer, director, and employee must review this Policy.
What is Insider Trading?
“Insider trading” refers to the purchase or sale of a security while in possession of “material,” “non-public” information relating to the security.
“Securities” includes shares, bonds, notes, debentures, options, warrants and other convertible securities, as well as derivative instruments.
“Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-share transactions, conversions, the exercise of share options, and acquisitions and exercises of warrants or puts, calls or other derivative securities.
Insider trading also includes the following:
| · | Trading by insiders while in possession of material, non-public information |
|---|
| · | Trading by persons other than insiders while in possession of material, non-public information, if the information either was given in breach of an insider’s fiduciary duty (a legal obligation) to keep it confidential or was misappropriated and |
| · | Communicating or tipping material, non-public information to others, including recommending the purchase or sale of a security while in possession of such information |
Who is an insider? The term “insider” applies to anyone who, by virtue of a special relationship with the Company, possesses material, non-public information regarding the business of the Company.
| 1 |
|---|
An individual can be considered an insider for a limited time with respect to certain material, non-public information even though he or she is not a director or officer. For example, an assistant who knows that an acquisition is about to occur may be regarded as an insider with respect to that information until the news of such acquisition has been fully disclosed to the public.
What is material, non-public information? Information is generally deemed to be “material” if there is a substantial likelihood a “reasonable investor” would rely on it in deciding to purchase, sell or hold a security to which the information relates. As a practical matter, materiality often is determined after the fact, when it is known that someone has traded on the information and after the information itself has been made public and its effects upon the market are more certain.
Examples of information that is generally regarded as material are:
| ❖❖ | Financial results |
|---|---|
| ❖❖ | Projections of future earnings or losses or other earnings guidance |
| ❖❖ | Projections that significantly differ from external expectations |
| ❖❖ | Major proposed or pending acquisitions, investments or divestitures |
| ❖❖ | Significant project or product developments |
| ❖❖ | Changes in key personnel |
| ❖❖ | Changes in dividends |
| ❖❖ | Stock splits |
| ❖❖ | Stock buy-backs |
| ❖❖ | New equity or debt offerings |
| ❖❖ | Financial liquidity problems |
| ❖❖ | Positive or negative developments in outstanding significant litigation |
| ❖❖ | Events that may result in the creation of a significant reserve or write-off or other significant adjustments to the financial statements |
| ❖❖ | New major contracts, orders, suppliers, customers or finance sources, or the loss thereof; and |
| ❖❖ | Actual or threatened significant litigation or inquiry by a governmental or regulatory authority. |
| 2 |
|---|
This list is not exhaustive; other types of information may also be material. Both positive and negative information can be material. Because trading that receives scrutiny will be evaluated after the fact with the benefit of hindsight, questions concerning the materiality of particular information should be resolved in favor of materiality.
“Non-public” information is any information that has not been previously disclosed and is not otherwise available to investors generally. Filings with the SEC and press releases are generally regarded as public information. Information about undisclosed financial results or a possible merger, acquisition or other material development, whether concerning the Company or otherwise, and obtained in the normal course of employment or through a rumor, tip or just “loose talk”, is not public information. Information should be considered “non-public” after such information has been disseminated widely to the general public through press releases, news tickers, newspaper items, quarterly or annual reports or other widely disseminated means.
As a general rule, after nonpublic information is publicly disseminated, either two full trading days must elapse (while our common stock is traded on the “pink sheets”) or one full trading day must elapse (when our common stock begins trading on a major exchange) before such information loses its status as nonpublic information. For purposes of this Policy, a “trading day” shall mean a day on which the NASDAQ is open for trading.
Potential Criminal and Civil Liability and/or Disciplinary Action. The Securities Exchange Act of 1934, as amended (the “Exchange Act”), and specifically Rule 10b-5 of the Exchange Act, makes it unlawful for any person to make false statements or omit to state material facts in connection with the purchase or sale of any security. There are no limits on the size of a transaction that will trigger insider trading liability. In the past, relatively small trades have resulted in SEC investigations and lawsuits.
Individuals found liable for insider trading face penalties of up to three (3) times the profit gained or loss avoided, a criminal fine of up to $5 million and up to twenty (20) years in jail. In addition to the potential criminal and civil liabilities mentioned above, in certain circumstances the Company may be able to recover all profits made by an insider who traded illegally, plus collect other damages. In addition, the Company (and its executive officers and directors) could itself face penalties of the greater of $1 million or three (3) times the profit gained or loss avoided as a result of an employee’s violation and/or a criminal penalty of up to $25 million for failing to take steps to prevent insider trading.
Without regard to the civil or criminal penalties that may be imposed by others, failure to comply with this Policy may also subject you to sanctions imposed by TOMI, including dismissal for cause.
The procedures regarding securities trading outlined below are designed to deter and, where possible, to prevent such improper trading.
| 3 |
|---|
Scope of Policy. The prohibition on insider trading in this Policy is not limited to trading in our securities. It includes trading in the securities of other firms, such as our customers or suppliers and those with which we may be negotiating major transactions, such as an acquisition, investment, or sale. Information that is not material to TOMI may nevertheless be material to one of those other firms. The trading covered by this Policy includes purchases and sales of stock, derivative securities (such as put and call options and convertible debentures), preferred stock and debt securities (debentures, bonds, and notes). Although this Policy generally will not apply to the exercise of a stock option under the TOMI Equity Incentive Plan, it will apply to the sale of the underlying stock and the cashless exercise of the option (as this entails selling a portion of the underlying stock to cover the costs of exercise).
PROHIBITIONS
No Trading on Material, Non-Public Information. No employee who is aware of any material, nonpublic information concerning the Company or a third-party with whom the Company does business, shall engage in any transaction in the Company’s or such third-party’s securities, including any offer to purchase or sell, during any period commencing with the date that he or she obtains such material, non-public information and ending at the beginning of required trading day following the date of public disclosure of that information. After termination of employment, any employee who is in possession of material, nonpublic information is prohibited from trading in Company securities until that information has become public or is no longer material.
No Tipping. No employee shall disclose (“tip”) material, non-public information to any other person where such information may be used by such person to his or her benefit by trading in the securities of the company to which such information relates, nor shall an employee make any recommendations or express any opinions as to trading in the Company’s securities to any other person on the basis of material, nonpublic information.
No Short Sales. No employee shall engage in the short sale of the Company’s securities. A short sale is a sale of securities not owned by the seller or, if owned, not delivered against such sale within twenty (20) days thereafter (a “short against the box”). Short sales of the Company securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore, signal to the market that the seller has no confidence in the Company or its short- term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance.
No Investments in Derivatives of the Company’s Securities. No employee shall invest in Company – based derivative securities. “Derivative Securities” are options, warrants, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as the Company’s common stock. This prohibition includes, but is not limited to, trading in Company-based put or call option contracts, trading in straddles and the like. However, holding and exercising stock options, restricted stock units or other derivative securities granted under the Company’s equity compensation plans is not prohibited by this Policy.
| 4 |
|---|
No Margin Purchases. No employee shall purchase the Company’s securities on margin. This means such persons are prohibited from borrowing from a brokerage firm, bank, or other entity in order to purchase the Company’s securities (other than in connection with “cashless” exercises of stock options under the Company’s equity compensation plans).
No Limited Orders. You are prohibited from placing limit orders for our securities that remain effective after the day on which they are placed (such as “good until cancelled” orders).
Prohibitions and Procedures for Section 16 Reporting Persons and Designated Individuals:
The following prohibitions and procedures apply to Section 16 Reporting Persons (as defined below) and certain other employees that may be designated by the Company from time to time (“Designated Individuals”). “Section 16 Reporting Persons” are members of the Company’s Board of Directors, director emeriti and certain executive officers, who are subject to the reporting and “short-swing profit” liability provisions of Section 16 of the Exchange Act. Section 16 Reporting Persons and Designated Individuals will be informed of their status by TOMI’s Chief Executive Officer, Halden S. Shane.
Under special circumstances, certain employees who are not Section 16 Reporting Persons or Designated Individuals may gain access to material, non-public information and the Company, in its discretion, may determine that such employees may also be subject to the below listed prohibitions and procedures. Such employees will be notified of such status and will be subject to the below listed prohibitions and procedures for such period of time as the Company deems appropriate.
No Trading During Black-Out Periods. Section 16 Reporting Persons, Designated Individuals, as well as members of their immediate families and households are subject to black-out periods during which they are prohibited from conducting any transactions involving the Company’s securities. A “regular black-out period” is during the period beginning on the last day of the last month of each fiscal quarter and ending either two full trading days (while our common stock is traded on the “pink sheets”) or one full trading day (when our common stock begins trading on a major exchange) after earnings have been released with respect to such quarter or fiscal year. The prohibition against trading during the Black-Out Period also prohibits the fulfillment of “limit orders” by any broker for such Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household, and the brokers with whom any such “limit order” is placed must be informed of such prohibition at the time such “limit order” is placed.
Notwithstanding the foregoing, a transaction may be exempt from this prohibition if it is made pursuant to a written trading plan that has been approved in writing in advance of a Black-Out Period while the employee was not in possession of material, non-public information by TOMI General Counsel and that meets all of the requirements of the SEC’s rules and regulations, including Rule 10b5-1 of the Exchange Act.
| 5 |
|---|
The Black-Out Period restriction may be waived in individual cases at the discretion of TOMI General Counsel. Additional black-out periods may be implemented with regard to certain employees or groups from time to time who are in possession of non-public information regarding potentially significant matters.
No Trading in the Company’s Securities on a Short-Term Basis. Any Company securities purchased on the open market by a Section 16 Reporting Person, Designated Individual or member of such individuals’ immediate family or household must be held for a minimum of six (6) months. Note that the SEC’s short swing profit rules already penalize Section 16 Reporting Persons who sell any Company securities within six (6) months of a purchase by requiring such person to disgorge all profits to the Company whether or not such person had knowledge of any material, non-public information.
Same day “cashless” exercises of stock options are not subject to this prohibition, provided that there were no previous purchase transactions on the open market within six (6) months of the exercise date.
Pre-Clearance of Trading by Section 16 Reporting Persons and Designated Individuals
If a Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household is contemplating a transaction in the Company’s securities, the proposed transaction must be pre-cleared with either TOMI, even if the proposed transaction is to take place outside of the Black-Out Period. If the transaction is cleared to proceed, TOMI will assist a Section 16 Reporting Person in complying with Section 16 and, where applicable, Rule 144 of the Securities Act of 1933, as amended.
IT SHOULD BE NOTED THAT ANY PERSON WHO POSSESSES MATERIAL, NON- PUBLIC INFORMATION, REGARDLESS OF WHETHER OR NOT IT IS WITHIN THE BLACK-OUT PERIOD OR NOT, SHOULD NOT ENGAGE IN ANY TRANSACTION INVOLVING THE COMPANY’S SECURITIES.
Exceptions to the Prohibitions on Trading
The only exceptions to this Policy’s prohibitions of trading in the Company’s securities as outlined above are the following:
Stock Option Exercises - Exercises in stock options granted under the Company’s equity compensation plans for cash; however, this exception does not include the subsequent sale of the shares acquired pursuant to the exercise of a stock option; and
Bona Fide Gifts – Bona fide gifts of securities are not deemed to be transactions for the purposes of this Policy. Whether a gift is truly bona fide will depend on the circumstances surrounding a specific gift. The more unrelated the done is to the donor, the more likely the gift would be considered “bona fide” and not a “transaction.” For example, gifts to charities, churches or nonprofit organizations would not be deemed to be “transactions.” However, gifts to dependent children followed by a sale of the “gifted securities” in close proximity to the time of the gift may imply some economic benefit to the donor and, therefore, may be deemed to be a “transaction” and not a “bona fide gift.”
While these transactions are exceptions to this Policy’s prohibitions on trading in the Company’s securities, a Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household contemplating such a transaction should still pre-clear the proposed transaction with either the TOMI General Counsel or his or her designee.
| 6 |
|---|
POLICIES REGARDING THE USE, DISCLOSURE AND PROTECTION OF MATERIAL, NON-PUBLIC INFORMATION
All employees of the Company have ethical and legal responsibilities to maintain the confidentiality of material, non-public information.
Use and Disclosure of Material, Non-Public Information. As explained previously, under no circumstances may an employee use material, non-public information about the Company for his or her personal benefit. Moreover, except as specifically authorized or in the performance of regular corporate duties, under no circumstances may an employee release to others information that might affect the Company’s securities. Therefore, it is important that an employee not disclose material, non-public information to anyone, including other employees of the Company, unless the other employee needs to know such information in order to fulfill his or her job responsibilities. Under no other circumstances should such information be disclosed to anyone, including family, relatives or business or social acquaintances. In maintaining the confidentiality of the information, the individual in possession of such information shall not affirm or deny statements made by others, either directly or through electronic means, if such affirmation or denial would result in the disclosure of material, non-public information.
If an employee has any doubt about whether certain information is non-public or material, such doubt should be resolved in favor of not communicating such information or trading without discussing with the assigned compliance officer or raising with in-house counsel. Questions concerning what is or is not material, non-public information should be directed to the Company’s Legal Counsel.
Material, Non-Public Information Regarding Other Companies. In the ordinary course of doing business, employees may come into possession of material, non-public information with respect to other companies. An individual receiving material, non-public information in such a manner has the same duty not to disclose the information to others or to use that information in connection with securities transactions of such other company as such individual has with respect to material, non-public information about the Company.
If the Company is in the process of negotiation a significant transaction with another company, employees are cautioned not to trade in the stock of that company if they are in possession of material, non-public information concerning such company.
If an employee is not certain whether it is permissible to trade in the stock of such company, the employee should contact the Company’s Legal Counsel before making any trades.
| 7 |
|---|
Unauthorized Disclosure of Internal Information. Unauthorized disclosure of internal information about the Company may create serious problems for the Company whether or not the information is used to facilitate improper trading in securities of the Company. Therefore, it shall be the duty of each person employed or affiliated with the Company to maintain the confidentiality of information relating to the Company or obtained through a relationship of confidence. Company personnel should not discuss internal Company matters or developments with anyone outside the Company, except in the performance of regular corporate duties.
Precautions to Prevent Misuse or Unauthorized Disclosure of Sensitive Information. When an employee is involved in a matter or transaction which is sensitive and, if disclosed, could reasonably be expected to have an effect on the market price of the securities of the Company or any other company involved in the transaction, that individual should consider taking extraordinary precautions to prevent misuse or unauthorized disclosure of such information. Such measures include the following:
| 1. | Maintaining files securely and avoiding storing information on computer systems that can be accessed by other individuals |
|---|
| 2. | Avoiding the discussion of confidential matters in areas where the conversation could possible be overheard |
| 3. | Not gossiping about Company affairs and |
| 4. | Restricting the copying and distribution of sensitive documents within the Company |
Internet. Any written or verbal statement that would be prohibited under the law or under this Policy is equally prohibited if made on the Internet or by social media.
Inadvertent Disclosure of Material, Non-Public Information. If material, non-public information regarding the Company is inadvertently disclosed, no matter what the circumstances, by any employee, the person making or discovering that disclosure should immediately report the facts to TOMI’s Chief Regulatory and Compliance Officer.
Inquiries Regarding Material, Non-Public Information. When an inquiry is received regarding information that may be material, it should be referred, without comment, to the Company’s Investor Relations Department.
Personal Responsibility and Assistance. You should remember that the ultimate responsibility for adhering to this Policy and avoiding improper trading rests with you. If you violate this Policy, TOMI may take disciplinary action, including dismissal for cause. Your compliance with this Policy is of the utmost importance both for you and TOMI. If you have any questions about this Policy or its application to any proposed transaction, you may obtain additional guidance from the Chief Executive Officer. Do not try to resolve uncertainties on your own, as the rules relating to insider trading are often complex, not always intuitive and non-compliance with those roles may carry sever consequences.
Dated: March 15, 2021
| 8 |
|---|
ACKNOWLEDGMENT TO THE
INSIDER TRADING AND CONFIDENTIALITY POLICY
To the Chief Regulatory and Compliance Officer of TOMI^TM^ Environmental Solutions, Inc. (the “Company” or “TOMI”):
| 1. | I hereby acknowledge receipt of a copy of the Insider Trading and Confidentiality Policy for the Company. |
|---|---|
| 2. | I have read and understand the Insider Trading and Confidentiality Policy and recognize that I am subject thereto in the capacity of an employee, officer and/or director of the Company. |
| 3. | I have read and understand the Insider Trading and Confidentiality Policy and agree to be governed at all times in connection with the purchase and sale of securities and the confidentiality of material nonpublic information. |
| Employee Signature | Date |
|---|---|
| Employee Name Printed |
tomz_ex971.htm EXHIBIT 97.1
TOMI ENVIRONMENTAL SOLUTIONS, INC.
COMPENSATION RECOUPMENT POLICY
| I. | Purpose |
|---|---|
| The Board of Directors (the “Board”) of TOMI Environmental Solutions, Inc. (the “Company”), based on the recommendation of its Compensation Committee (the “Committee”), has adopted this Compensation Recoupment Policy (this “Policy”) to implement a mandatory clawback policy if a Restatement in compliance with the Applicable Rules (each as defined below) occurs. | |
| Any capitalized terms used but not immediately defined in this Policy shall have the meanings set forth in Section II. | |
| II. | Defined Terms |
| a. | “Applicable Rules” means Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder, Listing Rule 5608 of the Listing Rules of The Nasdaq Stock Market (“Nasdaq”), and any other national stock exchange rules to which the Company is or may become subject. |
|---|---|
| b. | “Clawback Compensation” means Incentive-Based Compensation or any other recovered incentive compensation, in each case determined to be subject to recoupment under this Policy. |
| c. | “Clawback Event” means a required recoupment of Incentive-Based Compensation in the event of a Restatement. |
| d. | “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
| e. | “Financial Reporting Measures” mean (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) the Company’s stock price, and (iii) total stockholder return in respect of the Company. A “Financial Reporting Measure” need not be presented within the financial statements or included in a filing with the SEC. |
| f. | “Incentive-Based Compensation” means any compensation that is granted, earned, paid, received, or vested, based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation does not include, among other forms of compensation, Time-Based/Bonus Compensation. Incentive-Based Compensation is deemed to be “Received” for the purposes of this Policy in the fiscal period during which the Financial Reporting Measure applicable to the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. |
| 1 |
|---|
| g. | “Recovery Period” means the three completed fiscal years immediately before the date that the Company is required to prepare a Restatement, which date is the earlier of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) a date that a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. |
|---|---|
| h. | “Regulators” means, as applicable, the SEC and Nasdaq. |
| i. | “Restatement” means an accounting restatement that the Company is required to prepare due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including (i) an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) an error that would result in a material misstatement if it were corrected in the current period or left uncorrected in the current period. |
| j. | “SEC” means the U.S. Securities and Exchange Commission. |
| k. | “Senior Officer” means any person designated by the Board as an “officer” in accordance with Rule 16a-1(f) promulgated under Section 16 of the Exchange Act. |
| l. | “Time-Based/Bonus Compensation” means equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on goals unrelated to Financial Reporting Measures. |
| III. | Administration |
|---|---|
| The Board shall administer this Policy and make all related determinations, in its sole discretion, with respect to this Policy, provided that the Board interprets this Policy in a manner consistent with the requirements of the Applicable Rules. | |
| IV. | Recovery on a Restatement |
| If the Company is required to prepare a Restatement, the Company shall reasonably promptly recover the amount, as calculated pursuant to this Section IV, of any erroneously awarded Incentive-Based Compensation that is Received by any Senior Officer during the Recovery Period. The amount of erroneously awarded Incentive-Based Compensation subject to this Policy will be the excess of the amount of Incentive-Based Compensation that is Received by the Senior Officer (whether in cash or shares) based on the erroneous data in the original financial statements over the amount of Incentive-Based Compensation (whether in cash or in shares) that the Senior Officer would have Received had such Incentive-Based Compensation been based on the restated results, without respect to any tax liabilities that the Senior Officer incurred or paid in respect of such Incentive-Based Compensation. |
| 2 |
|---|
| Recovery of any erroneously awarded compensation under this Policy is not dependent on fraud or misconduct by any Senior Officer in connection with a Restatement. | |
|---|---|
| Without limiting the foregoing, for Incentive-Based Compensation based on the Company’s stock price or total stockholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Restatement, (i) the amount shall be based on the Company’s reasonable estimate of the effect of the Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was Received and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such estimate to Nasdaq. | |
| In addition to the foregoing, in the event that a Senior Officer fails to repay or reimburse erroneously awarded compensation that is subject to recovery, the Board may require a Senior Officer to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering erroneously awarded compensation under this Policy. | |
| V. | Coverage and Application |
| This Policy covers all current and former Senior Officers at any time during the Recovery Period who have Received Incentive-Based Compensation. Incentive-Based Compensation shall not be recovered under this Policy to the extent Received by any person before the date the person served as a Senior Officer. Subsequent changes in a Senior Officer’s employment status, including retirement or termination of employment, do not affect the Company’s right or obligation to recover Incentive-Based Compensation under this Policy. | |
| For the avoidance of doubt, this Policy shall apply to Incentive-Based Compensation that is Received by any Senior Officer on or after October 2, 2023 (the “Nasdaq Rule Effective Date”) and that results from the attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Nasdaq Rule Effective Date. For the avoidance of doubt, this will include Incentive-Based Compensation that may have been approved, awarded, or granted to a Senior Officer on or before the Nasdaq Rule Effective Date if such Incentive-Based Compensation is Received after the Nasdaq Rule Effective Date. | |
| VI. | Exceptions to Policy |
| No recovery of Incentive-Based Compensation shall be required if any of the following conditions are met, and the Board determines that recovery would be impracticable on such basis: |
| a. | the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that before determining that it would be impracticable to recover any Incentive-Based Compensation based on the expense of enforcement, the Company shall (i) have made a reasonable attempt to recover the Incentive-Based Compensation, (ii) have documented such reasonable attempts to recover, and (iii) provide the documentation to Nasdaq; |
|---|
| 3 |
|---|
| b. | recovery would violate the home country law where that law was adopted before November 28, 2022; or |
|---|---|
| c. | recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations promulgated thereunder. |
| VII. | Public Disclosure |
|---|---|
| The Company shall make all required disclosures and filings with the Regulators with respect to this Policy in accordance with the requirements of the Applicable Rules, and any other requirements applicable to the Company, including any disclosures required in connection with SEC filings. | |
| VIII. | Methods of Recovery |
| In a Clawback Event, subject to applicable law, the Board may take any such actions as it deems necessary or appropriate, including, without limitation: |
| a. | The reduction or cancellation of any Clawback Compensation in the form of vested or unvested equity or equity-based awards that have not been distributed or otherwise settled before the date of determination; |
|---|---|
| b. | The recovery of any Clawback Compensation that was previously paid to the Senior Officer; |
| c. | The recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any Clawback Compensation in the form of equity or equity-based awards; |
| d. | The offset, withholding, or elimination of any amount that could be paid or awarded to the Senior Officer after the date of determination; |
| e. | The recoupment of any amount in respect of Clawback Compensation contributed to a plan that takes into account Clawback Compensation (excluding certain tax-qualified plans, but including long-term disability, life insurance, supplemental executive retirement plans and deferred compensation plans, in each case to the extent permitted by applicable law, including Section 409A of the Code) and any earnings accrued to date on any such amount; and |
| f. | The taking of any other remedial and recovery action permitted by law, as determined by the Board. |
| In addition, the Board may authorize legal action for breach of fiduciary duty or other violation of law and take such other actions to enforce the Senior Officer’s obligations to the Company as the Board deems appropriate. |
| 4 |
|---|
| IX. | No Indemnification |
|---|---|
| The Company shall not indemnify any current or former Senior Officer against the loss of erroneously awarded compensation and shall not pay or reimburse any Senior Officer for premiums incurred or paid for any insurance policy to fund such Senior Officer’s potential recovery obligations. | |
| X. | No Substitution of Rights; Non-Exhaustive Rights |
| Any right of recoupment under this Policy is in addition to, and not instead of, any other remedies or rights of recoupment that may be available to the Company under (a) the TOMI Environmental Solutions, Inc. Amended and Restated 2016 Equity Incentive Plan, as amended, and any other incentive plan of the Company, and any amendments or successor plans to the foregoing; and (b) the terms of any similar policy or provision in any employment agreement, compensation agreement or arrangement, or similar agreement and any other legal remedies available to the Company. | |
| In addition to recovery of compensation as provided for in this Policy, the Company may take any and all other actions as it deems necessary, appropriate, and in the Company’s best interest in connection with a Clawback Event, including termination of a Senior Officer’s employment and initiating legal action against a Senior Officer, and nothing in this Policy limits the Company’s rights to take any such or other appropriate actions. | |
| XI. | Amendment |
| The Board, or the Compensation Committee subject to the final approval by the Board, may amend this Policy at any time for any reason, subject to any limitations under the Applicable Rules. The Board, or the Compensation Committee subject to the final approval by the Board, may terminate this Policy at any time that the Applicable Rules are no longer applicable to the Company. | |
| XII. | Successors |
| This Policy shall be binding and enforceable against all Senior Officers and their beneficiaries, heirs, executors, administrators, or other legal representatives. | |
| XIII. | Effective Date of Policy |
| This Policy shall be effective as of December 1, 2023 (the “Policy Effective Date”). For the avoidance of doubt, the terms of this Policy shall apply to any Incentive-Based Compensation that is Received by any Senior Officer on or after the Nasdaq Rule Effective Date, even if such Incentive-Based Compensation was approved, awarded, granted, or paid to such Senior Officer prior to the Policy Effective Date. Subject to applicable law, the Board may effect recovery under this Policy from any amount of compensation approved, awarded, granted, payable, or paid to any Senior Officer prior to, on, or after the Policy Effective Date. |
December 2023
| 5 |
|---|
tomz_ex313.htm
EXHIBIT 31.3
CERTIFICATION PURSUANT TO
RULE 13a-14(a) OR RULE 15d-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
I, Halden S. Shane, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A (the “Report”) of TOMI Environmental Solutions, Inc.; and |
|---|---|
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report. |
| 3. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|---|---|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 4. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|---|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|---|---|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: May 1, 2025
| /s/ HALDEN S. SHANE |
|---|
| Halden S. Shane<br> <br>Chief Executive Officer<br> <br>(Principal Executive Officer) |
tomz_ex314.htm
EXHIBIT 31.4
CERTIFICATION PURSUANT TO
RULE 13a-14(a) OR RULE 15d-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
I, Nick Jennings, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A (the “Report”) of TOMI Environmental Solutions, Inc.; and |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| 3. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|---|---|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 4. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|---|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|---|---|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: May 1, 2025
| /s/ Nick Jennings |
|---|
| Nick Jennings |
| Chief Financial Officer<br> <br>(Principal Financial Officer and |
| Principal Accounting Officer) |