TOMI Environmental Solutions, Inc. 10-K/A

tomz_10ka.htm 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 incorporation or organization) (I.R.S. Employer 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. Exhibit Number Description of Exhibit Form File No. Date Exhibit Filed Herewith 3.1 Articles of Restatement of the Registrant, effective October 6, 2009 S-1 333-162356 10/6/09 3.1 3.2 Articles of Amendment of Articles of Incorporation of the Registrant, effective October 24, 2011 8-K 000-09908 07/11/11 3.1 3.3 Articles of Amendment of Articles of Incorporation of the Registrant, effective September 10, 2020 8-K 000-09908 9/14/20 3.1 3.4 Amended Bylaws of the Registrant, adopted effective November 2, 2007 10-Q 000-09908 5/16/16 3.2 3.5 Amendment to Amended Bylaws of the Registrant, adopted effective January 29, 2016 8-K 000-09908 2/1/16 3.2 4.1 Specimen certificate evidencing shares of common stock of the Registrant S-3 333-249850 11/4/20 4.1 4.2 Description of Registrants Securities 10-K 001-39574 03/29/2022 4.2 4.3 Form of Warrant to Purchase Common Stock 10-Q 000-09908 05/17/21 4.1 4.4 Form of Non-Qualified Stock Option Agreement 10-Q 000-09908 05/17/21 4.2 4.5 Form of Common Stock Purchase Warrant 8-K 000-09908 09/28/21 4.1 4.6 Form of Placement Agent Warrant 8-K 000-09908 09/28/21 4.2 4.7 Form of TOMI Environmental Solutions, Inc. 12% Convertible Note 8-K 001-39574 11/07/2023 10.2 10.1+ Amended and Restated 2016 Equity Incentive Plan, as adopted by the Registrant’s stockholders on December 30, 2020 DEF 14A 001-39574 12/2/20 Appendix A 10.2+ Offer Letter, dated January 15, 2016, by and between the Registrant and Dr. Halden Shane 10-Q 000-09908 5/16/16 10.1 10.3+ Offer Letter, dated December 15, 2024, by and between the Registrant and Nick Jennings X 10.4+ Form of Appointment to the Board of Directors as Independent Director of the Registrant 10-Q 000-09908 5/16/16 10.5 10.5 Restated Manufacturing and Development Agreement, dated November 10, 2016, by and between the Registrant and RG Group 10-Q 000-09908 11/14/16 10.1 10.6+ Employment Agreement, entered into as of January 5, 2018, by and between the Registrant and Elissa J. Shane, effective as of January 1, 2018 8-K 000-09908 1/8/18 10.1 10.7 Form of Securities Purchase Agreement dated as of September 26, 2021, between the Registrant and the purchasers named therein 8-K 000-09908 09/28/21 10.1 10.8 Form of Securities Purchase Agreement, dated as of November 7, 2023, between TOMI Environmental Solutions, Inc. and the purchasers named therein 8-K 001-39574 11/07/2023 10.1 10.9 Form of Registration Rights Agreement, dated as of November 7, 2023, between TOMI Environmental Solutions, Inc. and the purchasers named therein 8-K 001-39574 11/07/2023 10.3 14.1 Code of Ethics 10-K 000-09908 03/31/2009 14 19.1 Insider Trading Policy X 21.1 Subsidiaries of the Registrant 10-K 000-09908 4/14/25 21.1 24.1 Power of Attorney (included in signature page) 10-K 000-09908 4/14/25 24.1 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 10-K 000-09908 4/14/25 31.1 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 10-K 000-09908 4/14/25 31.2 32.1# Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 10-K 000-09908 4/14/25 32.1 31.3 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 31.4 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 97.1 Compensation Recoupment Policy X 101.INS XBRL Instance Document X 101.SCH 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 101.PRE XBRL Taxonomy Extension Presentation Linkbase X 104 Cover Page Interactive Data File X + 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 Chairman of the Board and Chief Executive Officer (Principal Executive Officer) 5