As filed with the Securities and Exchange Commission on July 6, 2021
 
Registration Statement No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________
 
TOMI ENVIRONMENTAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
 
Florida
 
59-1947988
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
8430 Spires Way
Frederick, Maryland 21701
(Address of Principal Executive Offices) (Zip Code)
______________________
 
TOMI Environmental Solutions, Inc. Amended and Restated 2016 Equity Incentive Plan
(Full title of the plan)
______________________
 
Halden S. Shane
Chairman of the Board and Chief Executive Officer
8430 Spires Way
Frederick, Maryland 21701
(Name and address of agent for service)
 
 (800) 525-1698
(Telephone number, including area code, of agent for service)
______________________
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer                                            
Accelerated filer                                                       
Non-accelerated filer                                            
Smaller reporting company                                                       
 
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 7(a)(2)(B) of Securities Act.
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
Title of securities
to be registered
Amount to be registered(1)
Proposed maximum offering price per share(2)
Proposed maximum aggregate offering price(2)
Amount of registration fee
Common stock, par value $0.01 per share, reserved for issuance under the TOMI Environmental Solutions, Inc. Amended and Restated 2016 Equity Incentive Plan
1,375,000(3)
 
$2.93
 
$4,028,750.00
 
$439.54
 
(1) 
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also covers such additional shares of the common stock, par value $0.01 per share (the “Common Stock”), of TOMI Environmental Solutions, Inc. (the “Registrant”) that may become issuable under the TOMI Environmental Solutions, Inc. Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”) by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
 
(2) 
Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per share of the Common Stock and the maximum aggregate offering price are based on the average of the $3.00 (high) and $2.86 (low) sale price of the Common Stock as reported on the NASDAQ Capital Market on July 1, 2021, which date is within five business days prior to filing this Registration Statement.
 
(3) 
Represents an increase of 1,375,000 shares of the Common Stock reserved for future issuances pursuant to the 2016 Plan approved by shareholders of the Registrant at the Registrant’s 2020 Annual Meeting of the Shareholders held on December 30, 2020.
 
 
 
 
 
EXPLANATORY NOTE
 
REGISTRATION OF ADDITIONAL SECURITIES
 
The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 1,375,000 shares of Common Stock issuable to eligible persons under the 2016 Plan, which shares of Common Stock are in addition to the shares of Common Stock registered on the Registrant’s Form S-8 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on November 1, 2017 (File No. 333-221280) (the “Prior Registration Statement”). Accordingly, the contents of the Prior Registration Statement relating to the 2016 Plan, including periodic reports that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. The Prior Registration Statement is currently effective.
 
 
 
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8. Exhibits.
 
Exhibit
 
 
 
 
 
 
 
Filing
 
 
 
Filed
Number
 
Description of Exhibit
 
Form
 
File No.
 
Date
 
Exhibit
 
Herewith
 
TOMI Environmental Solutions, Inc. Amended and Restated 2016 Equity Incentive Plan
 
 
 
 
 
 
 
 
 
X
 
Articles of Restatement of the Registrant, effective October 6, 2009
 
S-1
 
333-162356
 
10/6/2009
 
3.1
 
 
 
Articles of Amendment of Articles of Incorporation of the Registrant, effective October 24, 2011
 
8-K
 
000-09908
 
11/07/2011
 
3.1(a)
 
 
 
Articles of Amendment of Articles of Incorporation of the Registrant, effective September 10, 2020
 
8-K
 
000-09908
 
09/14/2020
 
3.1
 
 
 
Amended Bylaws of the Registrant, adopted effective November 2, 2007
 
 
 
000-09908
 
5/16/2016
 
3.2
 
 
 
Amendment to Amended Bylaws of the Registrant, adopted effective January 29, 2016
 
 
 
000-09908
 
2/1/2016
 
3.2
 
 
 
Opinion of K&L Gates LLP
 
 
 
 
 
 
 
 
 
X
 
Consent of K&L Gates LLP (included in Exhibit 5.1)
 
 
 
 
 
 
 
 
 
X
 
Consent of Wolinetz, Lafazan & Company, P.C., Independent Registered Public Accounting Firm
 
 
 
 
 
 
 
 
 
X
 
Power of Attorney (included on signature page)
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Frederick, Maryland, on July 6, 2021.
 
 
TOMI ENVIRONMENTAL SOLUTIONS, INC.
 
 
 
 
By:
 /s/ Halden S. Shane
 
 
Halden S. Shane
 
 
Chairman of the Board and Chief Executive Officer
 
POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints Halden S. Shane and Nick Jennings his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ HALDEN S. SHANE
 
Chairman of the Board and Chief Executive Officer
 
July 6, 2021
Halden S. Shane
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ NICK JENNINGS
 
Chief Financial Officer
 
July 6, 2021
Nick Jennings
 
(Principal Financial Officer and Principal
 
 
 
 
Accounting Officer)
 
 
 
 
 
 
 
/s/ HAROLD W. PAUL
 
Director
 
July 6, 2021
Harold W. Paul
 
 
 
 
 
 
 
 
 
/s/ WALTER C. JOHNSEN
 
Director
 
July 6, 2021
Walter C. Johnsen
 
 
 
 
 
 
 
 
 
/s/ KELLY J. ANDERSON
 
Director
 
July 6, 2021
Kelly J. Anderson
 
 
 
 
 
 
 
 
 
/s/ LIM BOH SOON
 
Director
 
July 6, 2021
Lim Boh Soon
 
 
 
 
 
 
 
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