Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 12, 2023

TOMI ENVIRONMENTAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Florida

000-09908

59-1947988

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS 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

N/A

(Former name or former address, if changed since last report.)

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:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share		TOMZ		Nasdaq Capital Market

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 5.07. Submission of Matters to a Vote of Security Holders.

At the 2023 Annual Meeting of Shareholders of TOMI Environmental Solutions, Inc. (the “Company”) held on September 12, 2023 (the “Annual Meeting”), the shareholders of the Company approved five proposals, a description of which may be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on August 21, 2023. Of the 19,823,955 shares of voting stock outstanding and entitled to vote as of the record date, 11,156,823 shares were represented at the Annual Meeting, which constituted a quorum. The final voting results of the give proposals are set forth below.

1. Election of Class III Director. The Company’s shareholders elected Dr. Halden S. Shane to serve on the Board of Directors (the “Board”) for a three-year term that will expire at the Company’s 2026 annual meeting of shareholders or at such time as his successor has been duly elected and qualified or his earlier resignation or removal. The results of the voting were as follows:

	For		Withhold

Halden S. Shane		11,015,305		141,518

2. Ratification of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of Rosenberg Rich Baker Berman & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the voting were as follows:

For		Against		Abstain

	11,111,667		44,373		783

3. Authorization of the Board to amend the Company’s Articles of Incorporation to effect a reverse stock split. The Company’s shareholders approved a proposal to authorize the Board, in its discretion, to amend the Company’s Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-3, if the Board determines it is necessary to regain compliance with the $1.00 minimum bid price continued listing requirement of The Nasdaq Capital Market. The results of the voting were as follows:

For		Against		Abstain

	9,578,549		1,350,424		227,850

The Company’s primary objective for requesting the authority to effect a reverse stock split was to regain compliance with the minimum $1.00 bid price requirement for continued listing on The Nasdaq Capital Market (the “Bid Price Rule”). On August 28, 2023, the Company received a letter from Nasdaq indicating that the Company has regained compliance with the Bid Price Rule based on the closing bid price of the Company’s common stock having been at $1.00 per share or greater for 10 consecutive business days and that the matter is now closed. Accordingly, the Company does not intend to effect any reverse stock split in the foreseeable future.

4. Approval, on an advisory basis, of compensation of the Company’s named executive officers. The Company’s shareholders provided, on an advisory basis, approval of the compensation of the Company’s named executive officers. The results of the voting were as follows:

For		Against		Abstain

	10,570,553		431,088		155,182

5. Recommendation, on an advisory basis, regarding the frequency of future advisory votes on named executive officer compensation. The Company’s shareholders provided, on an advisory basis, a recommendation regarding the frequency of future advisory votes on named executive officer compensation. The results of the voting were as follows:

Three Years		Two Years		One Year		Abstain

	8,728,890		82,607		2,265,672		79,654

In light of the foregoing advisory voting results and other factors, the Company’s Board determined that the Company will hold an advisory vote for its named executive officer compensation once every three years.

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.

	TOMI ENVIRONMENTAL SOLUTIONS, INC.

Dated: September 14, 2023	By:	/s/ Halden S. Shane
		Name: Halden S. Shane
		Title: Chief Executive Officer

Cover	Sep. 12, 2023
Cover [Abstract]
Entity Registrant Name	TOMI ENVIRONMENTAL SOLUTIONS, INC.
Entity Central Index Key	0000314227
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Sep. 12, 2023
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	59-1947988
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	000-09908
Entity Address Address Line 1	8430 Spires Way
Entity Address City Or Town	Frederick
Entity Address State Or Province	MD
Entity Address Postal Zip Code	21701
City Area Code	800
Local Phone Number	525-1698
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	TOMZ
Security Exchange Name	NASDAQ