TOMZ.NASDAQTomi Environmental Solutions, INC
10-K/A: TOMI Environmental Solutions Files Amended 10-K to Correct File References and Omitted Exhibits
Sentiment:
Form 10-K/A Amendment
TOMI Environmental Solutions files an amendment to its annual report on Form 10-K to correct file references and include exhibits inadvertently omitted in the original filing.
Summary
- TOMI Environmental Solutions, Inc. filed Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024.
- The amendment aims to revise and update Part IV of the original filing to correct certain file references and include exhibits that were inadvertently omitted.
- The original Form 10-K was filed with the SEC on April 14, 2025.
- The amendment does not modify or update other disclosures presented in the original Form 10-K or reflect events occurring after the original filing.
- As of June 30, 2024, the aggregate market value of the common stock held by non-affiliates was approximately $12,696,000.
- As of April 30, 2025, the registrant had 20,015,205 shares of common stock outstanding.
Sentiment
Score: 7
Explanation: The sentiment is neutral. The document is a routine amendment to correct errors, which is neither particularly positive nor negative.
Positives
- The company is taking steps to ensure accurate and complete filings with the SEC.
Negatives
- The need to file an amendment indicates an initial error in the original Form 10-K filing.
Risks
- Failure to maintain accurate and timely filings with the SEC could result in regulatory scrutiny or penalties.
Management Comments
- Nick Jennings, Chief Financial Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
- Halden S. Shane, Chief Executive Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Industry Context
This filing is a routine amendment to correct administrative errors and does not suggest any fundamental changes in the company's business or financial condition.
Comparison to Industry Standards
- It is standard practice for companies to file amendments to correct errors or omissions in their SEC filings.
- The market capitalization and share count are typical metrics disclosed in annual reports and amendments.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Interim Chief Financial Officer | NA | Nick Jennings | December 15, 2024 | Interim appointment |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Recoupment Policy | The Board of Directors adopted a Compensation Recoupment Policy to implement a mandatory clawback policy if a Restatement in compliance with the Applicable Rules occurs. | December 1, 2023 | The policy allows the company to recover erroneously awarded Incentive-Based Compensation that is Received by any Senior Officer during the Recovery Period. |
Stakeholder Impact
- Shareholders benefit from accurate and transparent financial reporting.
- Employees are subject to the insider trading policy and compensation recoupment policy.
Key Dates
| Date | Description |
|---|---|
| October 6, 2009 | Articles of Restatement of the Registrant effective |
| October 24, 2011 | Articles of Amendment of Articles of Incorporation of the Registrant effective |
| January 29, 2016 | Amendment to Amended Bylaws of the Registrant adopted effective |
| January 15, 2016 | Offer Letter by and between the Registrant and Dr. Halden Shane |
| November 10, 2016 | Restated Manufacturing and Development Agreement by and between the Registrant and RG Group |
| January 5, 2018 | Employment Agreement by and between the Registrant and Elissa J. Shane, effective as of January 1, 2018 |
| September 10, 2020 | Articles of Amendment of Articles of Incorporation of the Registrant effective |
| December 30, 2020 | Amended and Restated 2016 Equity Incentive Plan, as adopted by the Registrant's stockholders |
| March 15, 2021 | Date of the Insider Trading Compliance Policy |
| September 26, 2021 | Form of Securities Purchase Agreement between the Registrant and the purchasers named therein |
| November 28, 2022 | Date before which home country law was adopted |
| October 2, 2023 | Nasdaq Rule Effective Date |
| November 7, 2023 | Form of Securities Purchase Agreement, between TOMI Environmental Solutions, Inc. and the purchasers named therein |
| November 7, 2023 | Form of Registration Rights Agreement, between TOMI Environmental Solutions, Inc. and the purchasers named therein |
| December 1, 2023 | Compensation Recoupment Policy Effective Date |
| December 15, 2024 | Offer Letter by and between the Registrant and Nick Jennings, effective date of CFO Consulting Agreement |
| December 31, 2024 | Fiscal year ended |
| April 14, 2025 | Original Form 10-K filing date |
| April 30, 2025 | Date of outstanding shares of common stock |
| May 1, 2025 | Date of certifications by Nick Jennings and Halden S. Shane |
Keywords
Form 10-K/A, amendment, exhibits, file references, annual report, TOMI Environmental Solutions, SEC filing
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.