Business Context and Reporting Period
This Form 8-K Current Report is filed by TOMI Environmental Solutions, Inc. (TOMZ) on July 20, 2026. The report details the implementation of a reverse stock split for the Company's Common Stock and Series A Preferred Stock, effective at the start of trading on July 20, 2026.
Key Financial Metrics
This filing is a corporate action report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The only quantitative data provided relates to share counts:
- Pre-split shares outstanding (as of June 30, 2026): 24,427,465
- Reverse Stock Split Ratio: 1-for-3 (1:3)
- New CUSIP Number: 890023302
Material Changes
The primary material change is the reduction of the Company's outstanding share count via a 1-for-3 reverse stock split. Key operational changes include:
- Share Reclassification: Every three (3) pre-split shares of Voting Stock are automatically reclassified into one (1) post-split share.
- Derivative Adjustments: Outstanding stock options and warrants have been adjusted proportionally; the number of shares issuable is reduced, and exercise prices are increased proportionately.
- Fractional Shares: No fractional shares are issued; shareholders entitled to a fraction receive one full share in lieu thereof.
- Authorized Shares: The total number of authorized shares of Common Stock and Preferred Stock remains unchanged.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on financial outlook, or discussion of specific risks or contingencies beyond the mechanics of the stock split. The Company confirmed that trading will continue on The Nasdaq Capital Market on a post-split basis commencing July 20, 2026.
Investor Verification Checklist
- Verify the new CUSIP number (890023302) for trading purposes.
- Confirm the adjusted number of shares held in brokerage accounts following the 1-for-3 split.
- Review the adjusted exercise prices and share counts for any outstanding stock options or warrants.
- Check for any fractional share rounding adjustments (receipt of one full share instead of a fraction).