TOMI Environmental Solutions, Inc. 8-K

What Happened

• TOMI Environmental Solutions, Inc. announced that holders of a majority of its voting stock approved two corporate actions by written consent: (1) removal of a limitation that prevented issuance in excess of 19.99% of the Company’s common stock under a November 5, 2025 purchase agreement with Hudson Global Ventures, LLC; and (2) authorization for the Board to effect one or more reverse stock splits of the common stock at a ratio of any whole number between 1-for-3 and 1-for-6. The Record Date for the consent was May 19, 2026, and the Majority Shareholders approved the matters on June 4, 2026. The Company filed a preliminary Schedule 14C on May 19, 2026 and a definitive Schedule 14C on June 5, 2026.

Key Details

• Majority approval granted by written consent (Record Date: May 19, 2026; approval date: June 4, 2026).
• Reverse split authorized at Board discretion at any time within one year, at ratios from 1-for-3 to 1-for-6, and the Board may abandon the split.
• Removal of the 19.99% cap applies to issuance under a November 5, 2025 purchase agreement with Hudson Global Ventures, LLC.
• Under SEC Rule 14c-2, the matters become effective 20 days after the definitive Schedule 14C is mailed to shareholders.

Why It Matters

• Removing the 19.99% issuance cap allows the Company greater flexibility to issue shares under the Hudson purchase agreement, which could enable additional capital raising but also may increase potential dilution for existing shareholders.
• A reverse stock split, if implemented, would reduce the number of outstanding shares and increase the per-share price proportionally; this can affect liquidity, trading range, and perceived compliance with listing standards, but no split has yet been implemented—the Board retains full discretion and may choose not to proceed.
• Shareholders will receive the definitive information statement; the actions are not yet in effect until the DEF 14C is mailed and the 20-day period has passed. Investors should review the Company’s Schedule 14C for further details.