TOMI Environmental Solutions, Inc. 10-Q

Item 5. Other Information. 10b5-1 Arrangements To the best of the Company’s knowledge during the fiscal quarter ended March 31, 2024, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements. 54 Table of Contents Appointment of Chief Financial Officer On May 13, 2024, the Board of Directors of the Company appointed Mr. Joseph Frank Rzepka Jr., to serve as the Company’s Chief Financial Officer, effective as of May 14, 2024. Also, effective as of May 14, 2024, Mr. Nick Jennings due to family matters retired as the Chief Financial Officer of the Company. Mr. Jennings will remain on with the company as a part-time consultant and will receive $4,800.00 for 40 hours of work per month. Mr. Rzepka, age 58, served as the Company’s Vice President Corporate Controller since September 2020. From 2009 to September 2020, Mr. Rzepka was Corporate Controller at AGS, a prominent aviation firm. Prior to that, Mr. Rzepka held various roles, ranging from Staff Accountant to Accounting Manager, within private, non-profit, and public enterprises. Mr. Rzepka brings over two decades of invaluable experience to our company’s executive team. Mr. Rzepka holds a B.A. in Accounting from Bethany College. Upon the commencement of his employment, Mr. Rzepka will receive an annual salary of $185,000. Mr. Rzepka will be eligible to participate in the Company’s annual bonus program. In addition he will receive an equity grant of 75,000 stock options at the closing price of the Company’s common stock on May 15, 2024. There are no family relationships between Mr. Rzepka and any director or executive officer of the Company and there are no transactions between Mr. Rzepka and the Company that would be reportable under Item 404(a) of Regulation S-K. Item 6. Exhibits. The documents listed in the Exhibit Index of this Form 10-Q are incorporated herein by reference. 55 Table of Contents 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 thereunto duly authorized. TOMI ENVIRONMENTAL SOLUTIONS, INC. Date: May 15, 2024 By: /s/ HALDEN S. SHANE Halden S. Shane Chief Executive Officer (Principal Executive Officer) Date: May 15, 2024 By: /s/ Nick Jennings Nick Jennings Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 56 Table of Contents EXHIBIT INDEX Exhibit Number Description of Exhibit Form File No. Date Exhibit Filed Herewith 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1# Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2# Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS XBRL Instance Document X 101.SC XBRL Taxonomy Extension Schema X 101.CAL XBRL Taxonomy Extension Calculation Linkbase X 101.DEF XBRL Taxonomy Extension Definition Linkbase X 101.LAB XBRL Taxonomy Extension Label Linkbase X # This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act. 57