TOMI Environmental Solutions, Inc. 8-K

What Happened

• TOMI Environmental Solutions, Inc. (TOMZ) filed an 8-K on July 20, 2026 reporting a board implementation of a 1-for-3 reverse stock split of its voting stock, effective at the start of trading on July 20, 2026. Shareholders had authorized reverse splits in the range of 1-for-3 to 1-for-6 by written consent on June 4, 2026 (Info Statement filed June 5, 2026). The company filed Articles of Amendment on July 17, 2026, effective July 20, 2026.

Key Details

• Reverse split ratio: 1-for-3 (every three pre-split shares → one post-split share).
• Effective date/time: start of trading on July 20, 2026.
• Pre-split shares outstanding (as of June 30, 2026): 24,427,465.
• Fractional shares: no fractional shares will be issued; holders otherwise entitled to fractions will receive one full post-split share.
• Effects on equity awards: outstanding options, warrants and restricted stock units will be adjusted proportionally (fewer shares, higher exercise prices).
• New CUSIP for common stock after the split: 890023302. Continental Stock Transfer & Trust is the exchange agent. Trading will continue on Nasdaq on a reverse-split basis.

Why It Matters

• A reverse stock split reduces the number of outstanding shares and increases the per-share price proportionally, while leaving the company’s authorized share count unchanged. For investors this means share counts, per-share metrics (like EPS), and option/warrant terms will be adjusted; shareholders holding through brokers need take no action. The filing provides the official mechanics and timing but does not change any shareholder’s proportional ownership (aside from rounding from the fractional-share treatment).