Amendment: SEC Form 10-K/A filed by TOMI Environmental Solutions Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered under Section 12(b) of the Exchange Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 | ☐ |
☒ | Smaller Reporting Company | ||
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| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $
As of April 30, 2025, the registrant had
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025 (the “Form 10-K”). The purpose of this Amendment is to revise and update Part IV to correct certain file references and file certain exhibits that were inadvertently omitted on the Form 10-K.
Except as expressly noted above, this Amendment does not modify or update the other disclosures presented in the Form 10-K. This Amendment does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. This Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.
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TABLE OF CONTENTS
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Table of Contents |
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits
The following Exhibits are filed as part of this Annual Report on Form 10-K/A.
Exhibit Number |
| Description of Exhibit |
| Form |
| File No. |
| Date |
| Exhibit |
| Filed Herewith |
| Articles of Restatement of the Registrant, effective October 6, 2009 |
| S-1 |
| 333-162356 |
| 10/6/09 |
| 3.1 |
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| Articles of Amendment of Articles of Incorporation of the Registrant, effective October 24, 2011 |
| 8-K |
| 000-09908 |
| 07/11/11 |
| 3.1 |
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| Articles of Amendment of Articles of Incorporation of the Registrant, effective September 10, 2020 |
| 8-K |
| 000-09908 |
| 9/14/20 |
| 3.1 |
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| Amended Bylaws of the Registrant, adopted effective November 2, 2007 |
| 10-Q |
| 000-09908 |
| 5/16/16 |
| 3.2 |
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| Amendment to Amended Bylaws of the Registrant, adopted effective January 29, 2016 |
| 8-K |
| 000-09908 |
| 2/1/16 |
| 3.2 |
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| Specimen certificate evidencing shares of common stock of the Registrant |
| S-3 |
| 333-249850 |
| 11/4/20 |
| 4.1 |
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| 10-K |
| 001-39574 |
| 03/29/2022 |
| 4.2 |
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| 10-Q |
| 000-09908 |
| 05/17/21 |
| 4.1 |
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| 10-Q |
| 000-09908 |
| 05/17/21 |
| 4.2 |
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| 8-K |
| 000-09908 |
| 09/28/21 |
| 4.1 |
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| 8-K |
| 000-09908 |
| 09/28/21 |
| 4.2 |
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| Form of TOMI Environmental Solutions, Inc. 12% Convertible Note |
| 8-K |
| 001-39574 |
| 11/07/2023 |
| 10.2 |
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| DEF 14A |
| 001-39574 |
| 12/2/20 |
| Appendix A |
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| Offer Letter, dated January 15, 2016, by and between the Registrant and Dr. Halden Shane |
| 10-Q |
| 000-09908 |
| 5/16/16 |
| 10.1 |
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| Offer Letter, dated December 15, 2024, by and between the Registrant and Nick Jennings |
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| Form of Appointment to the Board of Directors as Independent Director of the Registrant |
| 10-Q |
| 000-09908 |
| 5/16/16 |
| 10.5 |
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| 10-Q |
| 000-09908 |
| 11/14/16 |
| 10.1 |
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| 8-K |
| 000-09908 |
| 1/8/18 |
| 10.1 |
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| 8-K |
| 000-09908 |
| 09/28/21 |
| 10.1 |
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| 8-K |
| 001-39574 |
| 11/07/2023 |
| 10.1 |
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| 8-K |
| 001-39574 |
| 11/07/2023 |
| 10.3 |
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| 10-K |
| 000-09908 |
| 03/31/2009 |
| 14 |
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| 10-K |
| 000-09908 |
| 4/14/25 |
| 21.1 |
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24.1 |
| Power of Attorney (included in signature page) |
| 10-K |
| 000-09908 |
| 4/14/25 |
| 24.1 |
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| 10-K |
| 000-09908 |
| 4/14/25 |
| 31.1 |
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| 10-K |
| 000-09908 |
| 4/14/25 |
| 31.2 |
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| 10-K |
| 000-09908 |
| 4/14/25 |
| 32.1 |
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101.INS |
| XBRL Instance Document |
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101.SCH |
| XBRL Taxonomy Extension Schema |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase |
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104 |
| Cover Page Interactive Data File |
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+ Indicates a management contract or compensatory plan.
# The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
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Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DATED: May 1, 2025 |
| TOMI ENVIRONMENTAL SOLUTIONS, INC. |
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| /s/ HALDEN S. SHANE |
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| Halden S Shane Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
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