8-K

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): April 1, 2024

TOMI Environmental Solutions, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-09908	59-1947988
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8430 Spires Way

Frederick, Maryland 21701

(Address of principal executive offices) (Zip Code)

(800) 525-1698

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.02 Results of Operations and Financial Condition.

On April 1, 2024, TOMI Environmental Solutions, Inc. issued a press release regarding its financial results for the year ended December 31, 2023. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. No additional information is included in this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of, nor shall it be deemed incorporated by reference in, any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit Number	Description
99.1	Press release issued April 1, 2024

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SIGNATURE

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.

	TOMI ENVIRONMENTAL SOLUTIONS, Inc.
Dated: April 1, 2024	By:	/s/ Halden Shane
		Halden Shane
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued April 1, 2024

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EX-99.1

EXHIBIT 99.1

 

TOMI ENVIRONMENTAL SOLUTIONS, INC. REPORTS FOURTH QUARTER AND YEAR END 2023 FINANCIAL RESULTS

FREDERICK, MD, April 1, 2024 — TOMI Environmental Solutions, Inc.^® (“TOMI”) (NASDAQ: TOMZ), a global company specializing in disinfection and decontamination utilizing its premier Binary Ionization Technology (BIT) platform through its SteraMist brand of products, today announced its fourth quarter and year end 2023 results.

TOMI Chief Executive Officer, Dr. Halden Shane, stated, “During 2023 we continued to expand our sales infrastructure through the broadening of our distribution network, diversify our product line to support our growing customer base and the related utilization of our SteraMist technology and deliver multiple custom engineered systems to key customers.

“We remain focused on expanding our internal and external sales infrastructure and business development initiatives.  Last year we onboarded 9 distributors and 11 sales representatives, which expanded our presence both domestically and internationally.  We anticipate the increased bandwidth of our internal and external sales channels will have a positive impact on our revenue in 2024 and beyond.

“In 2023 we made significant progress developing, manufacturing and validating new products for our elite customers. These new products will be the primary driver of growth in the years to come. We are reciving multiple orders from the Pharmaceutical, Vivarium, Food Industry and United States Homeland Security sectors. While our list of premium clients continued to expand, we diversified our product mix with the SteraMist Hybrid, Transport and Select Plus units, positioning us to achieve improved financial results moving forward.   Our products and related customer projects have long sale cycles, but as the number of engagements is growing, we expect to drive revenue growth over the next 18 months.

“We are off to a good start in 2024 as we landed a new SteraMist iHP Custom Engineered System (CES) installation with a California-based life sciences company and have seen further growth in our iHP service revenue. We will continue to focus on executing our strategies to grow revenues, expand business development and deliver improved results and value for our shareholders,” Dr. Shane concluded.

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Financial Results for the year ended December 31, 2023, compared to December 31, 2022

· Total net revenue was $7,355,000 compared to $8,338,000. The timing of orders including the holidays and lengthy customer approval process affected our revenue.

· Gross margin was 58.3% compared to 60.6%. The decrease in gross profit was attributable to product mix.

· Operating loss was ($3,349,000) compared to ($2,882,000).

· Net loss was ($3,403,000) or ($0.17) per basic and diluted share, compared to ($2,880,000) or ($0.15) per basic and diluted share.

 

Financial Results for the three months ended December 31, 2023, compared to December 31, 2022

· Total net revenue was $1,528,000 compared to $2,812,000.

· Gross margin was 54.9% compared to 58.6%. The decrease in gross profit was attributable to product mix.

· Operating loss was ($1,171,000) compared to ($706,000).

· Net loss was ($1,226,000) or ($0.06) per basic and diluted share, compared to ($705,000) or ($0.04) per basic and diluted share.

 

Balance sheet highlights as of December 31, 2023

· Cash and cash equivalents were approximately $2.3 million.

· Working capital was $7.9 million.

· Shareholders’ equity was $8.4 million.

 

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Recent Business Highlights:  

· Expanded sales infrastructure with the addition of 9 distributors and 11 sales representatives in 2023 which has expanded our presence domestically and on an international basis.

· Entered into a contract with Vizient, Inc. increasing our presence in the U.S. healthcare system. Vizient is the largest group purchasing organization (GPO) in the healthcare industry supplying around $100 billion in annual member purchasing volume. Vizient serves approximately 97% of the nation’s Academic Medical Centers, more than 50% of the nation’s acute care health system, and serves more than 20% of the nation’s ambulatory market.

· Added Sterile Grow, a United States based distributor and consultation company in the food and cannabis market.

· Entered into an agreement with Patty Olinger, the Founder of BEAMS, LLC who specializes in Public Health Preparedness. Ms Olinger is also a Director of Frontline Foundation dedicated to protecting American citizens from bioterror threats. In the past she was Assistant Vice President of the Office of Research Administration, and Executive Director of Environmental Health and Safety Office of Emory University Hospital System and most recently the Executive Director of Global Biorisk Advisory Council, a division of ISSA. She will assist in strengthening and expanding the TOMI SteraMist Network and increasing business development in the commercial market. She brings over 20 years of experience establishing executive strategic vision and direction of large institutions and companies spanning multiple industries, including higher education, not-for-profit, healthcare, consultancy, hospitality, and pharmaceutical sectors.

· Completion and delivery four CES systems, as follows:

 

- During the first quarter, we delivered a CES system to Orna Therapeutics, a leading biotechnology company located in Massachusetts

- During the second quarter, we delivered an eleven applicator CES system to Avid Bioservices, Inc. (“Avid”) for implementation in Avid’s new purpose-built viral vector development and manufacturing facility in Costa Mesa, California.

- During the third quarter of 2023, we delivered a three applicator CES system to Ragon Institute of MGH, MIT and Harvard for implementation in their research and clinical lab located in Cambridge, MA.

- During the third quarter of 2023, we delivered to a one applicator system Indigo Pharmaceutical, Inc. in Las Vegas, Nevada.

 

· SteraMist iHP Service revenue grew 13% for the year ended December 31, 2023, compared to the same prior year period.

 

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· Completed a convertible note financing in an aggregate principal amount of $2,600,000,which will be used for working capital and other general corporate purposes.

· Pfizer Rocky Mount engaged TOMI’s iHP service team to conduct emergency decontamination within their facility, which suffered substantial damage due to a tornado. TOMI continues to perform decontamination service twice a year at the Pfizer Rocky Mount facility.

· Introduced three new products, the SteraMist Hybrid, SteraMist Transport and Select Plus, to support superior disinfection decontamination solutions for our growing customer base.

· Attended and presented our SteraMist brand of products at various tradeshows, most notable were Interphex, Food Safety Summit, AALAS, ISSA North America, and MJBiz Conference. In the fourth quarter of 2023, we attended and presented at the following shows: Pharma Ed Aseptic, ISPE National, AALAS National Conference, NFMT Remix Conference, Bio Innovation, ISSA North America, and MJBiz Conference.

· Launched our updated website, now accessible through our new domain name steramist.com. The refreshed website offers a modern, user-friendly design and streamlined navigation, providing visitors with easy access to essential information about SteraMist products and services.

 

Conference Call Information

TOMI will hold a conference call to discuss Fourth Quarter and year end 2023 results at 4:30 p.m. ET today, April 1, 2024.

To participate in the call by phone, dial (888) 506-0062 approximately five minutes prior to the scheduled start time and reference the participant access code 530125 or request the "TOMI Environmental Solutions fourth quarter earnings call." International callers please dial (973) 528-0011. To access the live webcast or view the press release, please visit the Investor Relations section of the TOMI website or register at the following link: https://www.webcaster4.com/Webcast/Page/2262/50244.

A replay of the teleconference will be available until Monday, April 15, 2024, and may be accessed by dialing (877) 481-4010. International callers may dial (919) 882-2331. Callers should use replay access code: 50244. A replay of the webcast will be available for at least 90 days on the company’s website, starting approximately one hour after the completion of the call.

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TOMI™ Environmental Solutions, Inc.: Innovating for a safer world®

TOMI™ Environmental Solutions, Inc. (NASDAQ: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 (DARPA) 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 https://www.steramist.com/ or contact us at info@tomimist.com.

Forward-Looking Statements

This press release contain forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, ability to accelerate revenue; financial performance and operating results for 2024; upcoming launch of new products; expected growth in sales and market demand; revenue opportunities of CES products and brand recognition of our products. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, our ability to acquire new customers and expands sales; our ability to maintain and manage growth and generate sales, our reliance on a single or a few products for a majority of revenues; the general business and economic conditions; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed by us with the SEC and other periodic reports we filed with the SEC. The information provided in this document is based upon the facts and circumstances known at this time. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and we undertake no duty to update such information, except as required under applicable law.

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TOMI ENVIRONMENTAL SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
Current Assets:
	December 31, 2023			December 31, 2022
Cash and Cash Equivalents	$	2,339,059		$	3,866,733
Accounts Receivable – net		2,429,929			2,772,340
Other Receivables		164,150			164,150
Inventories		4,627,103			4,495,999
Vendor Deposits		29,335			447,052
Prepaid Expenses		371,298			388,359
Total Current Assets		9,960,874			12,134,633
Property and Equipment – net		1,048,642			1,335,331
Other Assets:
Intangible Assets – net		1,123,246			1,025,736
Operating Lease - Right of Use Asset		467,935			528,996
Long Term Accounts Receivable – net		206,240			-
Other Assets		550,677			475,103
Total Other Assets		2,348,098			2,029,835
Total Assets	$	13,357,614		$	15,499,799
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	1,267,029		$	1,761,750
Accrued Expenses and Other Current Liabilities		675,491			728,703
Deferred Revenue		-			699,732
Current Portion of Long-Term Operating Lease		115,658			100,282
Total Current Liabilities		2,058,178			3,290,467
Long-Term Liabilities:
Long-Term Operating Lease, Net of Current Portion		642,527			761,132
Convertible Notes Payable, net of discount of $301,985 and $0 at December 31, 2023 and 2022, respectively (Note 10)		2,298,015			-
Total Long-Term Liabilities		2,940,542			761,132
Total Liabilities		4,998,720			4,051,599
Commitments and Contingencies
Shareholders’ Equity:
Cumulative Convertible Series A Preferred Stock; par value $0.01 per share, 1,000,000 shares authorized; 63,750 shares issued and outstanding at December 31, 2023 and 2022, respectively		638			638
Cumulative Convertible Series B Preferred Stock; $1,000 stated value; 7.5% Cumulative dividend; 4,000 shares authorized; none issued and outstanding at December 31, 2023 and 2022, respectively		-			-
Common stock; par value $0.01 per share, 250,000,000 shares authorized; 19,923,955 and 19,763,955 shares issued and outstanding at December 31, 2023 and 2022, respectively		199,240			197,640
Additional Paid-In Capital		57,985,245			57,673,559
Accumulated Deficit		(49,826,229	)		(46,423,637	)
Total Shareholders’ Equity		8,358,894			11,448,200
Total Liabilities and Shareholders’ Equity	$	13,357,614		$	15,499,799

 

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TOMI ENVIRONMENTAL SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
	For The Three Months Ended						For The Years Ended
	December 31,						December 31,
	2023			2022			2023			2022
Sales, net	$	1,527,674		$	2,811,501		$	7,354,564		$	8,338,099
Cost of Sales		688,586			1,164,020			3,065,028			3,277,644
Gross Profit		839,087			1,647,480			4,289,536			5,060,455
Operating Expenses:
Professional Fees		119,210			144,574			575,728			536,311
Depreciation and Amortization		93,412			81,502			366,677			329,164
Selling Expenses		190,713			595,225			1,351,465			1,867,013
Research and Development		271,211			97,630			491,798			352,238
Consulting Fees		93,826			69,423			282,548			215,180
General and Administrative		1,241,871			1,365,063			4,570,597			4,642,548
Total Operating Expenses		2,010,243			2,353,417			7,638,813			7,942,454
Income (loss) from Operations		(1,171,155	)		(705,937	)		(3,349,276	)		(2,881,999	)
Other Income (Expense):
Interest Income		10,726			891			11,990			1,939
Interest Expense		(65,305	)		-			(65,305	)		-
Total Other Income (Expense)		(54,579	)		891			(53,315	)		1,939
Income (loss) before income taxes		(1,225,735	)		(705,046	)		(3,402,592	)		(2,880,060	)
Provision for Income Taxes (Note 16)		-			-			-			-
Net Income (loss)	$	(1,225,735	)	$	(705,046	)	$	(3,402,592	)	$	(2,880,060	)
Net income (loss) Per Common Share
Basic	$	(0.06	)	$	(0.04	)	$	(0.17	)	$	(0.15	)
Diluted	$	(0.06	)	$	(0.04	)	$	(0.17	)	$	(0.15	)
Basic Weighted Average Common Shares Outstanding		19,883,955			19,763,955			19,834,476			19,743,544
Diluted Weighted Average Common Shares Outstanding		19,883,955			19,763,955			19,834,476			19,743,544

INVESTOR RELATIONS CONTACT:

John Nesbett/Roz Christian

IMS Investor Relations

tomi@imsinvestorrelations.com

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XML

Cover	Apr. 01, 2024
Cover [Abstract]
Entity Registrant Name	TOMI Environmental Solutions, Inc.
Entity Central Index Key	0000314227
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Apr. 01, 2024
Entity File Number	000-09908
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Entity Tax Identification Number	59-1947988
Entity Address Address Line 1	8430 Spires Way
Entity Address City Or Town	Frederick
Entity Address State Or Province	MD
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Local Phone Number	525-1698