Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - TOMI Environmental Solutions, Inc. | tomz_8k.htm |
EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - TOMI Environmental Solutions, Inc. | tomz_ex31.htm |
Exhibit 99.1
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