Item 5. Other Information
Item 5. Other Information.
10b5-1 Arrangements
To the best of the Company’s knowledge during the fiscal quarter ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Amendment to Convertible Promissory Notes
On August 12, 2026, the Company entered into an the Amendment with the holders of the 2023 Notes. The Amendment amended the conversion price of the Notes from $3.75 to $1.50 per share, subject to adjustment in accordance with the terms of the Notes.
Except as expressly amended by the Amendment, the terms and provisions of the Notes remain in full force and effect.
Item 6. Exhibits.
The documents listed in the Exhibit Index of this Form 10-Q are incorporated herein by reference.
44
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: August 14, 2026
By:
/s/ HALDEN S. SHANE
Halden S. Shane
Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2026
By:
/s/ NIROSHAN Srirathan
Niroshan Srirathan
Interim Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
45
Table of Contents
EXHIBIT INDEX
Exhibit Number
Description of Exhibit
Form
File No.
Date
Exhibit
Filed Herewith
2.1
Agreement and Plan of Merger, dated June 28, 2026 by and between TOMI Environmental Solutions, Inc., Carbonium Core, Inc., and TOMZ Merger Sub, Inc.
Form 8-K
001-39574
June 29, 2026
2.1
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
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.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
# 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.
46
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.