TOMI Environmental Solutions, Inc. 8-K

What Happened
TOMI Environmental Solutions, Inc. filed an 8-K (Item 8.01) confirming it entered into an Equity Purchase Agreement dated November 5, 2025 with Hudson Global Ventures, LLC that gives the company the right, but not the obligation, to sell up to $20,000,000 of its common stock over a 24-month period. The shares are to be offered and sold pursuant to the company’s Form S-3 (File No. 333-291563). The company also filed a legal opinion (Exhibit 5.1) related to the offering, which is incorporated by reference into the Form S-3.

Key Details

• Agreement date: November 5, 2025; counterparty: Hudson Global Ventures, LLC.
• Capacity: up to $20,000,000 of common stock available for sale.
• Term: 24 months from the agreement date (sales may occur from time to time).
• Regulatory: Shares offered under Form S-3 (File No. 333-291563); legal opinion (Morgan, Lewis & Bockius LLP, dated Feb 24, 2026) was filed as an exhibit.

Why It Matters
This arrangement provides TOMI a ready source of equity capital that the company can draw on as needed over two years. Because the company has a right—but not an obligation—to sell shares, investors should monitor any future issuances under the agreement (which would increase share count). The filing of the legal opinion and incorporation into the Form S-3 indicates the company is taking steps to make the offering available under its registration statement.