UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 10, 2020
TOMI ENVIRONMENTAL SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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000-09908
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59-1947988
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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9454 Wilshire Blvd., Penthouse
Beverly Hills, California 90212
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(Address
of principal executive offices) (Zip Code)
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(800) 525-1698
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(Registrant's
telephone number, including area code)
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Not Applicable
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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TradingSymbol(s)
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Name of each exchange on which registered
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Common
Stock, $0.01 par value per share
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TOMZ
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OTC
Markets Group Inc.
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
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. ☐
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As
previously reported on a Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 1, 2019, on October
30, 2019, the shareholders of TOMI Environmental Solutions, Inc.
(the “Company”), approved at the annual meeting of the
shareholders of the Company a proposal to amend the Articles of Incorporation of the
Company, as amended, in order to implement a reverse stock split of
the outstanding shares of the Company’s common stock,
par value $0.01 per share (the “Common
Stock”), and the outstanding
shares of the Company’s outstanding cumulative,
convertible preferred A stock, par value $0.01 per share (the
“Series A Preferred Stock”), in each case, at a ratio
within the range from 1-for-2 to
1-for-20, with the exact ratio to be determined by the
Company’s board of directors (the
“Board”).
On
September 9, 2020, the Board approved a reverse stock split of the
Common Stock and the Series A Preferred Stock, in each case, at a
ratio of 1-for-8 and without any change to the respective par value
thereof (the “Reverse Stock Split”), and, on September
10, 2020, the Company filed an Articles of Amendment to its
Articles of Incorporation (the “Amendment”) with the
Department of State of the State of Florida to effect the Reverse
Stock Split. The Reverse Stock Split became effective as of
5:00 p.m., Eastern time, on September 10, 2020 (the
“Effective Time”). Following the Effective Time, the
Common Stock has the new CUSIP number 890023203. The Common Stock will begin trading on
a split-adjusted basis when the market opens on September 15, 2020
and will be listed on the OTCQB®
Venture Market under the
trading symbol “TOMZD,” for 20 business days, and
subsequently under the trading symbol
“TOMZ.”
As a
result of the Reverse Stock Split, each holder of the Common Stock
will receive one (1) new share of Common Stock for every eight (8)
shares of Common Stock that such shareholder held immediately prior
to the Effective Time and each holder of the Series A Preferred
Stock will receive one (1) new share of Series A Preferred Stock
for every eight (8) shares of Series A Preferred Stock that such
shareholder held immediately prior to the Effective Time. No
fractional shares will be issued as a result of the Reverse Stock
Split. Any fractional shares that would have otherwise resulted
from the Reverse Stock Split will be rounded up to the next whole
number of shares.
Immediately
following the Effective Time, the number of issued and outstanding
shares of the Common Stock decreased from 133,968,117 shares to
approximately 16,746,015 shares, and the number of issued and
outstanding shares of the Series A Preferred Stock decreased from
510,000 shares to approximately 63,750 shares. The number of
authorized shares of the Common Stock and the Series A Preferred
Stock under the Articles of
Incorporation of the Company, as amended, were not affected
by the Reverse Stock Split and continue to be 250,000,000 shares
and 1,000,000 shares, respectively.
The
Reverse Stock Split also resulted in proportional increases in
the per share exercise prices of, and
proportional decreases in the number of shares issuable upon the
exercise or conversion of, all outstanding options, warrants,
convertible or exchangeable securities entitling the holders
thereof to purchase, exchange for, or convert into, shares of the
Common Stock, in each case, in accordance with the terms
thereof and based on the Reverse Stock Split ratio.
Continental Stock
Transfer & Trust Company, the Company’s transfer agent,
will act as exchange agent in connection with the Reverse Stock
Split.
Additional
information about the reverse stock split can be found in the
Company’s definitive proxy statement filed with the
Securities and Exchange Commission on September 19, 2019,
the relevant portions of which are
incorporated herein by reference.
The
foregoing information does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amendment, a copy of which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
On
September 14, 2020, the Company issued a press release announcing
the effectiveness of the Reverse Stock Split. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Articles
of Amendment of Articles of Incorporation of TOMI Environmental
Solutions, Inc.
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Press
Release dated September 14, 2020.
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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 hereunto duly authorized.
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TOMI ENVIRONMENTAL SOLUTIONS, INC.
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Date:
September 14, 2020
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By:
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/s/
Halden S. Shane
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Name: Halden S. Shane
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Title: Chief Executive Officer
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