Business Context and Reporting Period
This Form 8-K is a current report filed by TOMI Environmental Solutions, Inc. (TOMZ) on July 16, 2026. The filing discloses a corporate action regarding the Company's capital structure, specifically a reverse stock split affecting both Common Stock and Series A Preferred Stock.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the mechanics of a stock split rather than financial performance results.
Material Changes
The primary material change announced is a 1-for-3 reverse stock split of the Company's Voting Stock (Common and Series A Preferred). Key details include:
- Effective Date: July 20, 2026, Eastern Time.
- Ratio: Every three (3) shares of outstanding Voting Stock will be converted into one (1) share.
- Fractional Shares: No fractional shares will be issued; shareholders entitled to a fraction will receive one full share in lieu thereof.
- Authorized Shares: The total number of authorized shares remains unchanged.
- Derivatives: Outstanding options and warrants will be adjusted proportionately, with corresponding increases to exercise prices.
- New CUSIP: The Common Stock will trade under CUSIP 890023302 following the split.
Guidance, Outlook, and Risks
The filing does not contain management commentary on future financial guidance, operational outlook, or specific risk factors beyond the standard disclosure of the stock split mechanics. The Company notes that trading on a split-adjusted basis will commence at market open on July 20, 2026.
Investor Verification Checklist
- Verify the effective date of the reverse stock split (July 20, 2026) and ensure brokerage accounts reflect the 1:3 ratio.
- Confirm the new CUSIP number (890023302) for the Common Stock to ensure proper trading and settlement.
- Review the treatment of fractional shares, noting the Company's policy of rounding up to one full share.
- Check the adjusted exercise prices and share counts for any held options or warrants.