UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 10, 2020
TOMI ENVIRONMENTAL SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Florida
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000-09908
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59-1947988
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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9454 Wilshire Blvd., Penthouse
Beverly Hills, California 90212
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(Address
of principal executive offices) (Zip Code)
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(800) 525-1698
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(Registrant's
telephone number, including area code)
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Not Applicable
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(Former
name or former address, if changed since last report)
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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
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TradingSymbol(s)
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Name of each exchange on which registered
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Common
Stock, $0.01 par value per share
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TOMZ
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OTC
Markets Group Inc.
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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
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As
previously reported on a Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 1, 2019, on October
30, 2019, the shareholders of TOMI Environmental Solutions, Inc.
(the “Company”), approved at the annual meeting of the
shareholders of the Company a proposal to amend the Articles of Incorporation of the
Company, as amended, in order to implement a reverse stock split of
the outstanding shares of the Company’s common stock,
par value $0.01 per share (the “Common
Stock”), and the outstanding
shares of the Company’s outstanding cumulative,
convertible preferred A stock, par value $0.01 per share (the
“Series A Preferred Stock”), in each case, at a ratio
within the range from 1-for-2 to
1-for-20, with the exact ratio to be determined by the
Company’s board of directors (the
“Board”).
On
September 9, 2020, the Board approved a reverse stock split of the
Common Stock and the Series A Preferred Stock, in each case, at a
ratio of 1-for-8 and without any change to the respective par value
thereof (the “Reverse Stock Split”), and, on September
10, 2020, the Company filed an Articles of Amendment to its
Articles of Incorporation (the “Amendment”) with the
Department of State of the State of Florida to effect the Reverse
Stock Split. The Reverse Stock Split became effective as of
5:00 p.m., Eastern time, on September 10, 2020 (the
“Effective Time”). Following the Effective Time, the
Common Stock has the new CUSIP number 890023203. The Common Stock will begin trading on
a split-adjusted basis when the market opens on September 15, 2020
and will be listed on the OTCQB®
Venture Market under the
trading symbol “TOMZD,” for 20 business days, and
subsequently under the trading symbol
“TOMZ.”
As a
result of the Reverse Stock Split, each holder of the Common Stock
will receive one (1) new share of Common Stock for every eight (8)
shares of Common Stock that such shareholder held immediately prior
to the Effective Time and each holder of the Series A Preferred
Stock will receive one (1) new share of Series A Preferred Stock
for every eight (8) shares of Series A Preferred Stock that such
shareholder held immediately prior to the Effective Time. No
fractional shares will be issued as a result of the Reverse Stock
Split. Any fractional shares that would have otherwise resulted
from the Reverse Stock Split will be rounded up to the next whole
number of shares.
Immediately
following the Effective Time, the number of issued and outstanding
shares of the Common Stock decreased from 133,968,117 shares to
approximately 16,746,015 shares, and the number of issued and
outstanding shares of the Series A Preferred Stock decreased from
510,000 shares to approximately 63,750 shares. The number of
authorized shares of the Common Stock and the Series A Preferred
Stock under the Articles of
Incorporation of the Company, as amended, were not affected
by the Reverse Stock Split and continue to be 250,000,000 shares
and 1,000,000 shares, respectively.
The
Reverse Stock Split also resulted in proportional increases in
the per share exercise prices of, and
proportional decreases in the number of shares issuable upon the
exercise or conversion of, all outstanding options, warrants,
convertible or exchangeable securities entitling the holders
thereof to purchase, exchange for, or convert into, shares of the
Common Stock, in each case, in accordance with the terms
thereof and based on the Reverse Stock Split ratio.
Continental Stock
Transfer & Trust Company, the Company’s transfer agent,
will act as exchange agent in connection with the Reverse Stock
Split.
Additional
information about the reverse stock split can be found in the
Company’s definitive proxy statement filed with the
Securities and Exchange Commission on September 19, 2019,
the relevant portions of which are
incorporated herein by reference.
The
foregoing information does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amendment, a copy of which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
On
September 14, 2020, the Company issued a press release announcing
the effectiveness of the Reverse Stock Split. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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Articles
of Amendment of Articles of Incorporation of TOMI Environmental
Solutions, Inc.
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Press
Release dated September 14, 2020.
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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.
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TOMI ENVIRONMENTAL SOLUTIONS, INC.
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Date:
September 14, 2020
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By:
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/s/
Halden S. Shane
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Name: Halden S. Shane
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Title: Chief Executive Officer
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TOMI ENVIRONMENTAL SOLUTIONS, INC.
TOMI ENVIRONMENTAL SOLUTIONS, INC., a Florida
corporation (the “Company”),
hereby adopts the following Articles of Amendment to its Articles
of Incorporation, as amended on September 19, 2011, and as further
amended on October 30, 2019, pursuant to the provisions of the
Florida Business Corporation Act:
1. Amendment. The provisions of
Article IV immediately following the first sentence are hereby
deleted in their entirety and replaced with the following (the
“Amendment”):
“The Company is authorized to issue
250,000,000 shares of Common Stock (the “Common
Stock”). The par value of
the Common Stock remains $0.01 per share.
The Company is authorized to issue 1,000,000
shares of cumulative, convertible $0.01 Preferred A Stock (the
“Series A Preferred
Stock”). The Series A
Preferred Stock, as adjusted in connection with the Reverse Stock
Split (as defined below) and any reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions
of the Series A Preferred Stock that occur after the date hereof,
is convertible into shares of Common Stock at a conversion ratio of
one (1) share of Series A Preferred Stock for one (1) share of
Common Stock (as adjusted in connection with the Reverse Stock
Split (as defined below) and any reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date hereof). The Series A
Preferred Stock has no dividend attached.
The Company is authorized to issue 4,000 shares of
Series B Preferred Stock (the “Series B Preferred
Stock”). The Series B
Preferred Stock shall be convertible at an exchange rate of 200
shares of Common Stock for each share of Series B Preferred Stock
and have a stated value per share of $1,000. The Series B Preferred
Stock shall carry a cumulative dividend of 7.5% per annum and shall
be senior in liquidation preference to the Common Stock and equal
in liquidation preference to all other authorized class of
preferred stock. The dividend is payable in-kind, at the election
of the Company.
On the close of business on the date these
Articles of Amendment are filed with the Florida Department of
State (the “Effective
Time”): (i) each eight
(8) shares of Common Stock issued and outstanding or held by the
Company in treasury stock immediately prior to the Effective Time
shall, automatically and without any action on the part of the
respective holders thereof or the Company, be combined and
converted into one (1) share of validly issued, fully paid and
non-assessable Common Stock, subject to the treatment of fractional
share interests as described below; and (ii) each eight (8) shares
of Series A Preferred Stock issued and outstanding or held by the
Company in treasury stock immediately prior to the Effective Time
shall, automatically and without any action on the part of the
respective holders thereof or the Company, be combined and
converted into one (1) share of validly issued, fully paid and
non-assessable Series A Preferred Stock, subject to the treatment
of fractional share interests as described below (the
“Reverse Stock
Split”). No fractional
shares of Common Stock or Series A Preferred Stock shall be issued
in connection with the Reverse Stock Split. Rather, fractional
shares created as a result of the Reverse Stock Splits shall be
rounded up to the next whole number, such that, in lieu of
fractional shares, each shareholder who otherwise would be entitled
to receive fractional shares of Common Stock or Series A Preferred
Stock as a result of the Reverse Stock Split shall instead be
entitled to receive the nearest larger whole number of shares of
Common Stock or Series A Preferred Stock,
respectively.”
2. Approval of Amendment. The
Amendment was approved and adopted by all of the directors of
Company by written consent on September 9, 2020, and was approved
and adopted by the required vote of the shareholders of the Company
on October 30, 2019.
3. Effective Time and Date of
Amendment. The Amendment shall become effective as of the
close of business on the date these Articles of Amendment are filed
with the Florida Department of State.
IN
WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment as of September 10, 2020.
TOMI
ENVIRONMENTAL SOLUTIONS, INC.,
a
Florida corporation
By:
/s/ Harold W. Paul
Name:
Harold W. Paul
Title:
Secretary and Director
TOMI Environmental Solutions, Inc. Announces 1-for-8 Reverse Stock
Split
BEVERLY HILLS, Calif., September 14, 2020 (GLOBE NEWSWIRE) --
TOMI™
Environmental Solutions,
Inc. (“TOMI”) (OTCQB:TOMZ), a global company
specializing in disinfection and decontamination, utilizing its
premier Binary Ionization Technology®
(“BIT™”)
platform through its SteraMist® products - a hydrogen peroxide-based
mist and fog composed of ionized Hydrogen Peroxide
(“iHP™”),
is pleased to announce that as of the close of business on
September 10, 2020, it effected a 1-for-8 reverse stock split of
the outstanding shares of its common stock, par value $0.01 per
share (“Common Stock”), and cumulative, convertible
preferred A stock, par value $0.01 per share (“Series A
Preferred Stock”).
At the
annual meeting of TOMI’s shareholders held on October 30,
2019, TOMI’s shareholders approved a proposal to amend
TOMI’s Articles of Incorporation, as amended, in order to
implement a reverse stock split of the outstanding shares of the
Common Stock and Series A Preferred Stock, in each case, at a ratio
within the range from 1-for-2 to 1-for-20, with the exact ratio to
be determined by TOMI’s board of directors.
The
reverse stock split is intended to increase the per share trading
price of TOMI’s Common Stock to satisfy the minimum bid price
requirement for listing on The NASDAQ Capital Market or another
national securities exchange, although no assurance can be given
that TOMI will be approved for listing on any such
exchange.
Following the effectiveness of the reverse stock split,
TOMI’s Common Stock will begin trading on a split-adjusted
basis when the market opens on September 15, 2020 and will be
listed on the OTCQB®
Venture Market under the
trading symbol “TOMZD,” for 20 business days, and
subsequently under the trading symbol
“TOMZ.” The
new CUSIP number for the Common Stock following the reverse stock
split is 890023203.
Upon
the effectiveness of the reverse stock split, the number of issued
and outstanding shares of Common Stock and Series A Preferred Stock
and the number of shares of Common Stock issuable upon the exercise
or conversion of outstanding options, warrants, and other
securities convertible into or exchangeable for shares of Common
Stock were proportionally decreased, and the exercise or conversion
prices of such options, warrants, and other securities were
proportionally increased. The number of authorized shares of Common
Stock and Series A Preferred Stock will not be affected by the
reverse stock split and continue to be 250,000,000 shares and
1,000,000 shares, respectively. The par values per share of the
Common Stock and Series A Preferred Stock were not changed as a
result of the reverse stock split.
Voting
and other rights of the shareholders were not be affected by the
reverse stock split. No fractional shares will be issued as a
result of the reverse stock split and any fractional shares that
would otherwise be issuable as a result of the reverse stock split
will be rounded up to the nearest whole share.
After
the effective time of the reverse stock split, shareholders with
shares held in certificate form will receive a letter of
transmittal and instructions from TOMI’s transfer agent,
Continental Stock Transfer & Trust Company. Shareholders that
hold shares in book-entry form or hold their shares in brokerage
accounts are not required to take any action and will see the
impact of the reverse stock split reflected in their accounts.
Beneficial holders of TOMI’s Common Stock are encouraged to
contact their bank, broker, custodian or other nominee with
questions regarding procedures for processing the reverse stock
split.
Additional
information about the reverse stock split can be found in the
TOMI’s definitive proxy statement filed with the Securities
and Exchange Commission on September 19, 2019, a copy of which is
available at www.sec.gov and at TOMI’s website at
www.tomimist.com.
TOMI™ Environmental Solutions, Inc.: Innovating for a safer
world®
TOMI™ Environmental
Solutions, Inc. (OTCQB:TOMZ) is a
global decontamination and infection prevention company, providing
environmental solutions for indoor surface disinfection through the
manufacturing, sales and licensing of its premier Binary Ionization
Technology® (“BIT™”)
platform. Invented under a defense grant in association with the
Defense Advanced Research Projects Agency of the U.S. Department of
Defense, BIT™ solution
utilizes a low percentage hydrogen peroxide as its only active
ingredient to produce a fog of ionized hydrogen peroxide
(“iHP™”).
Represented by the SteraMist® brand of
products, iHP™ produces a
germ-killing aerosol that works like a visual non-caustic
gas.
TOMI
products are designed to service a broad spectrum of commercial
structures, including, but not limited to, hospitals and medical
facilities, cruise ships, office buildings, hotel and motel rooms,
schools, restaurants, meat and produce processing facilities,
military barracks, police and fire departments, and athletic
facilities. TOMI products and services have also been used in
single-family homes and multi-unit residences.
TOMI
develops training programs and application protocols for its
clients and is a member in good standing with The American
Biological Safety Association, The American Association of Tissue
Banks, Association for Professionals in Infection Control and
Epidemiology, Society for Healthcare Epidemiology of America,
America Seed Trade Association, and The Restoration Industry
Association.
For
additional information, please visit http://www.tomimist.com/ or
contact us at info@tomimist.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Certain
written and oral statements made by us may constitute
“forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995 (the “Reform
Act”). Forward-looking statements are identified by such
words and phrases as “we expect,” “expected
to,” “estimates,” “estimated,”
“current outlook,” “we look forward to,”
“would equate to,” “projects,”
“projections,” “projected to be,”
“anticipates,” “anticipated,” “we
believe,” “could be,” and other similar phrases.
All statements addressing operating performance, events, or
developments that we expect or anticipate will occur in the future,
including statements relating to revenue growth, earnings,
earnings-per-share growth, or similar projections, are
forward-looking statements within the meaning of the Reform Act.
They are forward-looking, and they should be evaluated in light of
important risk factors that could cause our actual results to
differ materially from our anticipated results. The information
provided in this document is based upon the facts and circumstances
known at this time. We undertake no obligation to update these
forward-looking statements after the date of this
release.
INVESTOR
RELATIONS CONTACT
Harold
Paul
hpaul@tomimist.com