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
August 11, 2015
Date of Report (Date of earliest event reported)
TOMI Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida
(State or Other Jurisdiction of Incorporation)
| 000-09908 | 591947988 |
| (Commission File Number) | (I.R.S. Employer Identification Number) |
| 9454 Wilshire Boulevard, Penthouse, Beverly Hills, California | 90212 |
| (Address of Principal Executive Offices) | (Zip Code) |
(800) 525-1698
Registrant's telephone number, including area code:
________________________________________________________________________________
(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: |
||
| [ ] | 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)) | |
Item 2.02. Results of Operations and Financial Condition.
On August 11, 2015, TOMI Environmental Solutions, Inc. ("TOMI") issued a press release announcing its financial and operating results for the second quarter ended June 30, 2015. A copy of that release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and Item 9.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such filing.
As discussed therein, the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to TOMI's current expectations and are subject to the limitations and qualifications set forth in the press release as well as in TOMI's other documents filed with the U.S. Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(a)
Not Applicable.
(b)
Not Applicable.
(c)
Not Applicable.
(d)
Exhibits.
Exhibit 99.1
Press Release dated August 11, 2015 announcing TOMI's financial and operating results for the second quarter ended June 30, 2015.
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.
| Date: August 11, 2015 | TOMI Environmental Solutions, Inc. |
|
| By: | /s/ HALDEN SHANE Halden Shane Principal Executive Officer |
|
EXHIBIT INDEX
|
Exhibit # |
|
Description |
|
99.1 |
|
Press Release dated August 11, 2015 announcing TOMI's financial and operating results for the second quarter ended June 30, 2015. |
EXHIBIT 99.1
BEVERLY HILLS, Calif., Aug. 11, 2015 (GLOBE NEWSWIRE) -- TOMI™ Environmental Solutions, Inc. (OTCQB:TOMZ) (TOMI), a global bacteria decontamination and infection prevention company, reported its financial results for the three months ended June 30, 2015.
Dr. Halden Shane, TOMI's Chief Executive Officer, stated: "TOMI continues to build momentum for our products and execute our plan to address the large-scale opportunities in the infection control market, and the second quarter represented an important juncture in our evolution. We received registration from the Environmental Protection Agency (EPA) for our SteraMist™ Binary Ionization Technology® (BIT™) product, which is now an approved hospital product. With this registration in hand, we have begun ramping-up our efforts to escalate SteraMist adoption domestically and globally. In addition, we raised $8 million via a strategic investment which we used to retire our debt, increase working capital and significantly strengthen our foundation on which to grow."
"As we look ahead, we are very encouraged by our opportunities. Our SteraMist adoption strategy is supported by several initiatives:
Financial Results for the Three Months Ended June 30, 2015 Compared to 2014
Recent Business Highlights
Conference Call Information
To listen to the call, please dial 1-888-339-0752 or 1-412-902-4193, passcode #10070901. To listen to the webcast or view the press release, please visit the Investor Relations section of the TOMI website at:http://www.tomiesinc.com/us/investors/.
The replay can be accessed for up to 24 hours starting at 8:00 p.m. ET the day of the call by dialing 1-877-344-7529 or 1-412-317-0088, passcode # 10070901. 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.
About TOMI™ Environmental Solutions, Inc.
TOMI™ Environmental Solutions, Inc. (OTCQB:TOMZ) is a global bacteria decontamination and infectious disease control company, providing eco-friendly environmental solutions for indoor surface decontamination through manufacturing, sales and licensing of our premier platform of Hydrogen Peroxide based products that uses Binary Ionization Technology® (BIT™) , a state of the art technology for the production of its six-log mist represented by the TOMI™ SteraMist™ brand.
TOMI's products are designed to service a broad spectrum of commercial structures including hospitals and medical facilities, cruise ships, office buildings, hotel and motel rooms, schools, restaurants, for non-food safety in meat and produce processing facilities, military barracks, and athletic facilities. TOMI's products and services have also been used in single-family homes and multi-unit residences.
TOMI also 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, The Restoration Industry Association, Indoor Air Quality Association, and The International Ozone Association. For additional product information, visit www.tomiesinc.com or contact us at info@tomiesinc.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.
| TOMI ENVIRONMENTAL SOLUTIONS, INC. | ||||
| CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||
| (UNAUDITED) | ||||
| For The Three Months Ended | For The Six Months Ended | |||
| June 30, | June 30, | |||
| 2015 | 2014 | 2015 | 2014 | |
| Sales, net | $739,934 | $416,455 | $1,416,320 | $689,484 |
| Cost of Sales | 275,968 | 138,140 | 554,444 | 251,986 |
| Gross profit | 463,966 | 278,315 | 861,876 | 437,498 |
| Operating Expenses: | ||||
| Professional Fees | 87,773 | 76,995 | 194,805 | 190,825 |
| Depreciation and Amortization | 123,957 | 112,388 | 249,210 | 224,294 |
| Selling Expenses | 97,091 | 115,707 | 191,826 | 177,155 |
| Research and Development | 19,667 | 65,851 | 41,857 | 97,142 |
| Equity Compensation Expense | 1,385,743 | 263,173 | 1,510,830 | 1,405,522 |
| Consulting fees | 338,233 | 25,750 | 414,542 | 84,153 |
| General and Administrative | 270,272 | 342,697 | 541,586 | 544,342 |
| Total Operating Expenses | 2,322,737 | 1,002,561 | 3,144,657 | 2,723,433 |
| Loss from Operations | (1,858,770) | (724,246) | (2,282,780) | (2,285,935) |
| Other Income (Expense): | ||||
| Amortization of Deferred Financing Costs | (115,175) | (85,388) | (199,625) | (169,838) |
| Amortization of Debt Discounts | (3,032,685) | (142,487) | (3,996,033) | (217,455) |
| Fair Value Adjustment of Derivative Liability | (1,137,807) | 1,494,832 | (3,810,955) | 3,246,137 |
| Induced Conversion Costs | (930,383) | -- | (930,383) | -- |
| Interest Expense | (126,850) | (126,850) | (253,700) | (254,256) |
| Total Other Income (Expense) | (5,342,899) | 1,140,107 | (9,190,695) | 2,604,588 |
| Net Income (Loss) | ($7,201,669) | $415,861 | ($11,473,475) | $318,653 |
| Net Income (Loss) Per Common Share | ||||
| Basic | ($0.08) | $0.01 | ($0.13) | $0.00 |
| Diluted | ($0.08) | $0.00 | ($0.13) | $0.00 |
| Basic Weighted Average Common Shares Outstanding | 87,767,261 | 80,225,890 | 85,828,777 | 80,186,585 |
| Diluted Weighted Average Common Shares Outstanding | 87,767,261 | 126,938,242 | 85,828,777 | 124,740,705 |
| TOMI ENVIRONMENTAL SOLUTIONS, INC. | |||
| CONDENSED CONSOLIDATED BALANCE SHEET | |||
| ASSETS | |||
| Current Assets: | 30-Jun-15 | 31-Dec-14 | |
| Cash and Cash Equivalents | $3,680,381 | $160,560 | |
| Cash – Restricted (Note 6) | -- | 105,776 | |
| Accounts Receivable - net | 823,309 | 441,153 | |
| Inventories (Note 3) | 956,119 | 772,833 | |
| Prepaid Expenses | 91,413 | 35,404 | |
| Other Assets | 36,613 | 36,644 | |
| Deferred Financing Costs – net (Note 6) | -- | 199,625 | |
| Total Current Assets | 5,587,835 | 1,751,995 | |
| Property and Equipment – net (Note 4) | 243,390 | 288,159 | |
| Other Assets: | |||
| Intangible Assets – net (Note 5) | 2,472,302 | 2,657,056 | |
| Security Deposits | 4,700 | 6,552 | |
| Total Other Assets | 2,477,002 | 2,663,608 | |
| Total Assets | $8,308,227 | $4,703,762 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||
| Current Liabilities: | |||
| Accounts Payable and Accrued Expenses | $673,647 | $448,063 | |
| Accrued Interest on Convertible Notes (Note 6) | -- | 211,417 | |
| Accrued Officers Compensation (Note 9) | 54,000 | 41,000 | |
| Common Stock to be Issued (Note 12) | 330,726 | 35,925 | |
| Customer Deposits | 19,619 | 19,716 | |
| Deferred Rent | 17,090 | 15,236 | |
| Derivative Liability (Note 7) | -- | 1,728,883 | |
| Convertible Notes Payable, net of discount at December 31, 2014 of $3,996,033 (Note 6) | -- | 1,077,967 | |
| Total Current Liabilities | 1,095,082 | 3,578,207 | |
| Total Liabilities | 1,095,082 | 3,578,207 | |
| Commitments and Contingencies | -- | -- | |
| Stockholders' Equity: | |||
| Cumulative Convertible Series A Preferred Stock; par value $0.01, 1,000,000 shares authorized; 510,000 shares issued and outstanding at June 30, 2015 and December 31, 2014 | 5,100 | 5,100 | |
| Cumulative Convertible Series B Preferred Stock; $1,000 stated value; 7.5% Cumulative dividend; 4,000 shares authorized; none issued and outstanding at June 30, 2015 and December 31, 2014 | -- | -- | |
| Common stock; par value $0.01, 200,000,000 shares authorized; 112,299,592 and 83,646,275 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively. | 1,122,996 | 836,463 | |
| Additional Paid-In Capital | 36,556,179 | 19,281,647 | |
| Accumulated Deficit | (30,471,130) | (18,997,655) | |
| Total Stockholders' Equity | 7,213,145 | 1,125,555 | |
| Total Liabilities and Stockholders' Equity | $8,308,227 | $4,703,762 | |
CONTACT: INVESTOR RELATIONS CONTACT:
Becky Herrick & Kirsten Chapman
LHA (IR Agency)
(415) 433-3777
tomi@lhai.com
MEDIA RELATIONS CONTACT:
Aaron Loveland
VP of Marketing and Public Affairs
(240) 672-6263
aaron.loveland@tomiesinc.com