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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TOMI Environmental Solutions Inc | NASDAQ:TOMZ | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0424 | 7.47% | 0.61 | 0.6049 | 0.6298 | 0.679 | 0.587 | 0.587 | 47,416 | 00:34:05 |
|
|
FLORIDA
|
59-1947988
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
8430 Spires Way
Frederick, Maryland
|
21701
|
(Address of principal executive offices)
|
(Zip Code)
|
Common Stock, $0.01
par
value per share
|
(Title of class)
|
Large Accelerated
Filer ☐
|
|
Accelerated
Filer ☐
|
Non-Accelerated
Filer ☐
|
|
Smaller Reporting
Company ☒
|
|
|
Emerging Growth
Company ☐
|
|
|
|
Item
|
|
Page
|
PART I
|
||
1
|
||
9
|
||
19
|
||
19
|
||
20
|
||
20
|
||
PART II
|
||
21
|
||
21
|
||
21
|
||
41
|
||
41
|
||
41
|
||
41
|
||
42
|
||
PART III
|
||
43
|
||
45
|
||
50
|
||
52
|
||
52
|
||
PART IV
|
||
53
|
||
|
||
|
54
|
|
|
|
|
|
55
|
|
|
|
|
|
F-1
|
SteraMist®
Surface
Unit
Our SteraMist®
Surface Unit is a fully portable,
handheld, point and spray disinfection/decontamination system
intended to provide quick turnover of any affected space. The
single applicator unit enables disinfection of all surfaces,
including high touch, sensitive equipment and electronics. An
application time of only five seconds per square foot with no wet
contact time allows for safe re-entering of the space within
minutes after application.
Our SteraMist®
Surface Unit is lightweight, easy to
transport and capable of achieving reliable
disinfection/decontamination results, as it is easily incorporated
into existing cleaning procedures and protocols. The
SteraMist®
Surface Unit does not require heating,
ventilation or air conditioning systems to be shut down. Further,
its touchless application (no wipe, no rinse) reduces risk of
cross-contamination between treated surfaces.
|
|
SteraMist®
Environment
System
Our SteraMist®
Environment System is a transportable,
remotely controlled system that provides complete room
disinfection/decontamination of a sealed space up to 103.8
m3
(3,663 ft3)
in just under 45 minutes (application and dwell time).
Individually, each remote applicator can be used to treat a space
of approximately 34.6 m3
(1,221 ft3).
Injection times are based on individual room size and number of
applicators. Multiple systems can be used simultaneously to
accommodate larger or multiple spaces with fast application and
minimal down time. Our hybrid technology applicators can be used in
both manual and/or fogging modes.
|
|
|
|
The
SteraMist®
Total
Disinfection Cart
|
|
SteraMist®
Select
Surface Unit
Our Select Unit was designed to meet the needs of
our customers who have smaller enclosures in need of
decontamination. This unit is lightweight and easy to transport
with the added ability to function between a lower flow operation
and standard operation, such as the SteraMist®
Surface Unit. The user can adjust air
flow, adjust pump fluid flow, set the programmable timer for
automatic runs, modify spray/dwell times and number of cycles, and
is equipped with start and stop buttons. It is ideal for the
decontamination of Laminar flow cabinets, Biosafety cabinets,
Isolators and other small and medium size laboratory and research
equipment.
|
|
Stainless Steel 90 Degree Applicator
TOMI’s
standard applicator was converted to a 90 degree and manufactured
using 316 stainless steel, the ideal applicator to accompany the
Select Surface Unit, affording many 90-degree build-in
opportunities. This applicator is purchased with a flange for ease
of installation either permanently or
semi-permanently.
|
|
iHP™
Plasma
Decontamination Chamber
Our patented cold plasma technology can be
integrated with a chamber or cage washer by leading manufacturers.
Current examples are Lynx, BetterBuilt and Allentown. Our custom
generator/chamber is built into a stainless-steel single door panel
and is permanently mounted next to the chamber or washer, while a
SteraMist®
Applicator or 90 Degree Applicator is
permanently or semi-permanently mounted in the enclosure. This
SteraMist®
product line includes but is not
limited to an internally mounted air compressor, regulator for air
pressure adjustment, E-stop button, lever power switch, data
logging functions, and multiple dry contract outputs determined by
the needs of the customer.
|
|
|
|
SteraMist®
Custom
Engineered System (CES)
The SteraMist®
permanent installation is perfect for
any room that requires routine automated disinfection
decontamination. The CES is an automated system that is plumbed
utilizing the facilities’ existing HVAC system. This involves
permanently installing SteraMist®
applicators within the designated
space to achieve maximum results. The generator and Programmable
Logic Control (“PLC)” are housed in a National
Electrical Manufacturers Association (“NEMA)” enclosure in a central remote
location. The entire system can be developed for multiple rooms and
various specifications, controlled remotely through the NEMA
interface. The status of the decontamination cycle is monitored
with indicators and can be integrated into a Supervisory Control
and Data Acquisition (“SCADA)” monitoring board. The
system is now available with a scale to measure the use of BIT
Solution for a customer’s ease of reordering our consumable
and comes in a variety of drum sizes. In addition, this product
includes a new upgrade of 90-degree rotating applicators providing
even faster equal dispersion of the iHP™
fog.
|
|
iHP™
Corporate
Service Decontamination
TOMI
offers full room, equipment, facility, and emergency disinfection
and decontamination services. Our goal is to give our customers
quality control by reducing bioburden and eliminate the potential
for costly microbial contamination in the Life Sciences and Food
Safety industries. Single and routine services are provided to TOMI
customers to coincide with maintenance, mandatory facility
shutdowns, or to control a specific threat.
|
|
TOMI’s SteraMist Drive-in CES Decontamination System at
Frederick
TOMI
has a recently installed Customer Engineered System in its
Frederick Operations Office. The system houses three (3) permanent
90-degree rotating applicators and one (1) additional applicator
used for manual spraying. The full-service iHP disinfection room
was launched for emergency, police, fire, medical transports,
specialized transports, personal vehicles, auto dealerships for new
and used cars. In addition, our decontamination room can treat
personal and workplace equipment, furniture, sports equipment,
contaminated shipments and a lot more.
The SteraMist®
systems are versatile and easy to
maintain with relatively low upkeep. In fact, preventive
maintenance is not required to be performed by a service engineer
and remote guidance can be provided upon
request.
|
|
|
|
|
|
SteraMist®
SteraBox
Late
in 2020, TOMI sold its first decontamination chamber. Currently we
now sell our chamber in two separate sizes and it is sold with the
Select Surface Unit or the Environment System and is dependent on
the customers decontamination needs. This product is remotely
initiated and includes a self-contained exhaust system without fear
of hydrogen peroxide exposure to the surrounding area. The customer
experiences speed, efficacy, and expansive material compatibility
in a controlled, customizable cabinet decontaminating all needs
with ease. The Chamber is expected to launch into the market in
Q2-2021
|
|
|
|
December 31,
2020
|
December 31,
2019
|
Total
shareholders’ equity
|
$13,203,000
|
$890,000
|
Cash
and cash equivalents
|
$5,199,000
|
$897,000
|
Accounts
receivable, net
|
$3,717,000
|
$1,495,000
|
Inventories,
net
|
$3,782,000
|
$2,315,000
|
Prepaid
expenses
|
$421,000
|
$188,000
|
Vendor
Deposits
|
$389,000
|
$141,000
|
Other
Receivables
|
$199,000
|
$-
|
Current
liabilities (excluding convertible notes)
|
$2,203,000
|
$1,302,000
|
Convertible
notes payable, net
|
$-
|
$5,000,000
|
Long-term
liabilities
|
$1,364,000
|
$1,034,000
|
Working
Capital (excluding convertible notes)
|
$11,503,000
|
$3,734,000
|
Working
Capital (including convertible notes)
|
$11,503,000
|
$(1,266,000)
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Revenue,
Net
|
$25,028,000
|
$6,347,000
|
$18,681,000
|
294%
|
Gross
Profit
|
15,043,000
|
3,914,000
|
11,129,000
|
284%
|
Total Operating Expenses (1)
|
10,534,000
|
5,997,000
|
4,537,000
|
76%
|
Income
(Loss) from Operations
|
4,509,000
|
(2,083,000)
|
6,592,000
|
NM(2)
|
Total
Other Income (Expense)
|
(40,000)
|
(214,000)
|
174,000
|
NM(2)
|
Provision
for Income Taxes
|
(77,000)
|
-
|
(77,000)
|
NM(2)
|
Net
Income (Loss)
|
$4,391,000
|
$(2,297,000)
|
$6,689,000
|
NM(2)
|
Basic
Net Income (Loss) per share
|
$0.27
|
$(0.15)
|
$0.42
|
NM(2)
|
Diluted
Net Income (Loss) per share
|
$0.23
|
$(0.15)
|
$0.38
|
NM(2)
|
|
For the Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
SteraMist
Product
|
$22,971,000
|
$4,999,000
|
$17,972,000
|
360%
|
Service
and Training
|
2,057,000
|
1,348,000
|
709,000
|
53%
|
Total
|
$25,028,000
|
$6,347,000
|
$18,681,000
|
294%
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
United
States
|
$18,367,000
|
$5,002,000
|
$13,365,000
|
267%
|
International
|
6,661,000
|
1,345,000
|
5,316,000
|
395%
|
Total
|
$25,028,000
|
$6,347,000
|
$18,681,000
|
294%
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Cost
of Sales
|
$9,985,000
|
$2,433,000
|
$7,552,000
|
310%
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Professional
Fees
|
$681,000
|
$364,000
|
$317,000
|
87%
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Depreciation
and Amortization
|
$720,000
|
$716,000
|
$4,000
|
1%
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Selling
Expenses
|
$1,247,000
|
$1,655,000
|
$(408,000)
|
(25)%
|
|
For the Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Research
and Development
|
$455,000
|
$341,000
|
$114,000
|
33%
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Equity
Compensation Expense
|
$3,131,000
|
$114,000
|
$3,017,000
|
2,646%
|
|
For the Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Consulting
Fees
|
$327,000
|
$127,000
|
$200,000
|
157%
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
General
and Administrative
|
$3,972,000
|
$2,681,000
|
$1,291,000
|
48%
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Amortization
of Debt Discounts
|
$-
|
$(18,000)
|
$18,000
|
NM
|
Interest
Income
|
2,900
|
3,000
|
(100)
|
(3)%
|
Interest
Expense
|
(44,000)
|
(200,000)
|
156,000
|
(78)%
|
Other
Income (Expense)
|
$(41,100)
|
$(215,000)
|
$173,900
|
(81)%
|
|
For The Years Ended
December 31,
|
Change
|
||
|
2020
|
2019
|
$
|
%
|
Provision
for Income Taxes
|
$77,000
|
$-
|
$77,000
|
NM
|
Level 1:
|
Quoted prices in active markets for identical assets or
liabilities.
|
Level 2:
|
Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other
inputs that are observable or corroborated by observable market
data for substantially the full term of the assets or
liabilities.
|
Level 3:
|
Unobservable inputs that are supported by little or no market
activity and that are significant to the value of the assets or
liabilities.
|
Name
|
|
Age
|
|
Position
|
Halden S. Shane
|
|
76
|
|
Chief Executive Officer and Chairman of the Board
|
Elissa J. Shane
|
|
41
|
|
Chief Operating Officer
|
Nick Jennings
|
|
43
|
|
Chief Financial Officer
|
Harold W. Paul
|
|
72
|
|
Director, Secretary
|
Walter C. Johnsen
|
|
70
|
|
Director
|
Kelly J. Anderson
|
|
53
|
|
Director
|
Lim Boh Soon
|
|
65
|
|
Director
|
|
|
|
|
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($) (1)
|
Option/
Warrant
Awards
($) (1)
|
All Other
Compensation
($)
|
Total
($)
|
|
|
|
|
|
|
|
|
Halden S.
Shane
|
2020
|
400,833
|
—
|
—
|
2,835,090(2)
|
—
|
3,235,923
|
Chairman and
CEO (2)
|
2019
|
360,000
|
—
|
—
|
89,654(3)
|
—
|
449,654
|
|
|
|
|
|
|
|
|
Elissa J.
Shane (4)
|
2020
|
226,083
|
40,000(8)
|
—
|
226,950(4)
|
13,500(4)
|
506,533
|
COO
|
2019
|
200,000
|
7,500(8)
|
—
|
23,595(5)
|
9,000(5)
|
240,095
|
|
|
|
|
|
|
|
|
Nick Jennings
(6)
|
2020
|
165,225
|
50,000(8)
|
—
|
24,846(6)
|
—
|
240,071
|
CFO
|
2019
|
155,000
|
5,000(8)
|
—
|
4,483(7)
|
—
|
164,483
|
Name
|
Number of
Securities
Underlying
Unexercised
Warrants /
Options
Exercisable(1)
(#)
|
Number of
Securities
Underlying
Unexercised
Warrants /
Options
Unexercisable
(#)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Warrants
(#)
|
Exercise
Price(1)
($)
|
Expiration
Date
|
Halden
S. Shane
|
125,000(2)
|
—
|
—
|
$2.40
|
2/11/2021
|
|
31,250(3)
|
—
|
—
|
$4.00
|
3/31/2021
|
|
31,250(4)
|
—
|
—
|
$3.36
|
6/30/2021
|
|
31,250(5)
|
—
|
—
|
$2.56
|
9/30/2021
|
|
31,250(6)
|
—
|
—
|
$2.16
|
12/30/2021
|
|
31,250(7)
|
—
|
—
|
$0.80
|
7/17/2022
|
|
437,500(8)
|
—
|
—
|
$0.96
|
12/22/2022
|
|
31,250(9)
|
—
|
—
|
$0.64
|
11/19/2023
|
|
125,000(10)
|
—
|
—
|
$0.80
|
1/26/2024
|
|
156,250(11)
|
—
|
—
|
$1.20
|
1/31/2025
|
|
12,500(12)
|
—
|
—
|
$4.00
|
4/24/2030
|
|
375,000(13)
|
—
|
—
|
$6.95
|
10/01/2030
|
Elissa
J. Shane
|
12,500(14)
|
—
|
—
|
$0.96
|
1/5/2023
|
|
31,250(15)
|
—
|
—
|
$0.88
|
1/03/2024
|
|
12,500(16)
|
—
|
—
|
$0.96
|
1/03/2025
|
|
18,750(17)
|
—
|
—
|
$0.80
|
1/15/2025
|
|
6,250(18)
|
—
|
—
|
$4.00
|
4/24/2030
|
|
31,250(19)
|
—
|
—
|
$7.06
|
10/1/2025
|
Nick
Jennings
|
12,500(20)
|
—
|
—
|
$2.40
|
10/1/2021
|
|
12,500(21)
|
—
|
—
|
$4.40
|
1/26/2021
|
|
6,250(22)
|
—
|
—
|
$0.80
|
1/26/2023
|
|
6,250(23)
|
—
|
—
|
$4.00
|
4/24/2030
|
Name
|
Fees earned or
paid in cash
($)
|
Stock awards
($)
|
Option awards
($)
|
Other Compensation
($)
|
Total
($)
|
Harold
W. Paul (1)
|
40,000
|
12,000
|
—
|
78,000
|
130,000
|
Walter
Johnsen (2)
|
40,000
|
12,000
|
—
|
—
|
52,000
|
Kelly
Anderson (3)
|
45,000
|
12,000
|
—
|
—
|
57,000
|
Lim
Boh Soon (4)
|
40,000
|
12,000
|
—
|
—
|
52,000
|
Plan Category
|
Number of securities to be issued upon
exercise of outstanding options, warrants and
rights(1)
|
Weighted-average exercise price of outstanding
options, warrants and rights(1)
|
Number of securities remaining available for
future issuance under equity compensation plans(1)
|
Equity
compensation plans approved by security holders
|
132,500(2)
|
$2.72
|
1,659,500(4)
|
Equity
compensation plans not approved by security holders
|
940,625(3)
|
$2.96
|
—
|
Total
|
1,073,125
|
$2.88
|
—
|
|
Shares Beneficially Owned
|
|
|||
|
Common Stock
|
Series A Preferred Stock
|
|
||
|
Shares
|
% of Class
|
Shares
|
% of Class
|
% of Total Voting Power(1)
|
5% Shareholders:
|
|
|
|
|
|
Lau Sok Huy(2)
|
2,170,139
|
12.9%
|
—
|
—
|
12.9%
|
Ah Kee Wee (3)
|
956,099
|
5.7%
|
—
|
—
|
5.7%
|
Named Executive Officers and Directors:
|
|
|
|
|
|
Halden S. Shane(4)
|
3,961,881
|
21.6%
|
63,750
|
100.0%
|
21.9%
|
Elissa J. Shane(5)
|
442,664
|
2.4%
|
—
|
—
|
2.4%
|
Nick Jennings(6)
|
57,768
|
*
|
—
|
—
|
*
|
Harold W. Paul(7)
|
207,625
|
1.1%
|
—
|
—
|
1.1%
|
Walter Johnsen(8)
|
56,250
|
*
|
—
|
—
|
*
|
Kelly Anderson(9)
|
56,250
|
*
|
—
|
—
|
*
|
Lim Boh Soon(10)
|
111,274
|
*
|
—
|
—
|
*
|
Executive Officers and Directors as a Group
(11)
|
4,893,712
|
26.7%
|
—
|
—
|
26.9%
|
|
For the Fiscal Years Ended
December 31,
|
|
|
2020
|
2019
|
Audit
Fees (1)
|
$138,000
|
$122,000
|
Audit-Related
Fees (2)
|
—
|
—
|
Tax
Fees (3)
|
—
|
—
|
All
Other Fees (4)
|
—
|
—
|
Total
|
$138,000
|
$122,000
|
|
|
|
DATED: March 30, 2021
|
|
TOMI ENVIRONMENTAL SOLUTIONS, INC.
|
|
|
|
|
|
/s/ HALDEN S. SHANE
|
|
|
Halden S Shane
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/
HALDEN S. SHANE
Halden S. Shane
|
Chairman
of the Board and Chief Executive Officer (Principal Executive
Officer)
|
March 30, 2021
|
|
|
|
/s/
NICK JENNINGS
Nick Jennings
|
Chief
Financial Officer (Principal Financial Officer and Principal
Accounting Officer)
|
March 30, 2021
|
|
|
|
/s/
HAROLD W. PAUL
Harold W. Paul
|
Director
|
March 30, 2021
|
/s/
WALTER C. JOHNSEN
Walter C. Johnsen
|
Director
|
March 30, 2021
|
/s/
KELLY J. ANDERSON
Kelly J. Anderson
|
Director
|
March 30, 2021
|
/s/
LIM BOH SOON
Lim Boh Soon
|
Director
|
March 30, 2021
|
|
Articles of
Restatement of the Registrant, effective October 6,
2009
|
|
S-1
|
|
333-162356
|
|
10/6/09
|
|
3.1
|
|
|
|
|
Articles of
Amendment of Articles of Incorporation of the Registrant, effective
October 24, 2011
|
|
8-K
|
|
000-09908
|
|
10/24/11
|
|
3.1(a)
|
|
|
|
|
Articles of
Amendment of Articles of Incorporation of the Registrant, effective
September 10, 2020
|
|
8-K
|
|
000-09908
|
|
9/14/20
|
|
3.1
|
|
|
|
|
Amended Bylaws of
the Registrant, adopted effective November 2, 2007
|
|
10-Q
|
|
000-09908
|
|
5/16/16
|
|
3.2
|
|
|
|
|
Amendment to
Amended Bylaws of the Registrant, adopted effective January 29,
2016
|
|
8-K
|
|
000-09908
|
|
2/1/16
|
|
3.2
|
|
|
|
4.1
|
|
Specimen
certificate evidencing shares of common stock of the
Registrant
|
|
S-3
|
|
333-249850
|
|
11/4/20
|
|
4.1
|
|
|
4.2
|
|
Description of
Registrants Securities
|
|
S-3
|
|
333-249850
|
|
11/4/20
|
|
|
|
|
10.1+
|
|
Amended and
Restated 2016 Equity Incentive Plan, as adopted by the
Registrant’s stockholders on December 30, 2020
|
|
DEF
14A
|
|
001-39574
|
|
12/2/20
|
|
Appendix
A
|
|
|
|
Offer Letter, dated
January 15, 2016, by and between the Registrant and Dr. Halden
Shane
|
|
10-Q
|
|
000-09908
|
|
5/16/16
|
|
10.1
|
|
|
|
|
Employment
Agreement, dated February 8, 2016, by and between the Registrant
and Robert Wotczak
|
|
10-Q
|
|
000-09908
|
|
5/16/16
|
|
10.2
|
|
|
|
|
Offer Letter, dated
September 2, 2015, by and between the Registrant and Nick
Jennings
|
|
10-Q
|
|
000-09908
|
|
5/16/16
|
|
10.3
|
|
|
|
|
Offer Letter, dated
September 2, 2015, by and between the Registrant and Norris
Gearhart
|
|
10-Q
|
|
000-09908
|
|
5/16/16
|
|
10.4
|
|
|
|
|
Form of Appointment
to the Board of Directors as Independent Director of the
Registrant
|
|
10-Q
|
|
000-09908
|
|
5/16/16
|
|
10.5
|
|
|
|
|
Restated
Manufacturing and Development Agreement, dated November 10, 2016,
by and between the Registrant and RG Group
|
|
10-Q
|
|
000-09908
|
|
9/30/16
|
|
10.1
|
|
|
|
|
Employment
Agreement, entered into as of January 5, 2018, by and between the
Registrant and Elissa J. Shane, effective as of January 1,
2018
|
|
8-K
|
|
000-09908
|
|
1/18/18
|
|
10.1
|
|
|
|
|
Code of
Ethics
|
|
10-K
|
|
000-09908
|
|
3/31/07
|
|
14
|
|
|
|
|
Subsidiaries of the
Registrant
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Power of Attorney
(included in signature page)
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certification of
Chief Executive Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certification of
Chief Financial Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certifications of
Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance
Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy
Extension Schema
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy
Extension Calculation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy
Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy
Extension Label Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy
Extension Presentation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
+
|
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.
|
|
|
|
Page
|
F-2
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-9
|
ASSETS
|
|
|
|
|
|
Current
Assets:
|
December
31,
2020
(1)
|
December
31,
2019
(1)
|
Cash and Cash
Equivalents
|
$5,198,842
|
$897,223
|
Accounts Receivable
- net
|
3,716,701
|
1,494,658
|
Other
Receivables
|
198,951
|
-
|
Inventories (Note
3)
|
3,781,515
|
2,315,214
|
Vendor Deposits
(Note 4)
|
388,712
|
141,052
|
Prepaid
Expenses
|
421,305
|
187,664
|
Total
Current Assets
|
13,706,027
|
5,035,811
|
|
|
|
Property and
Equipment – net (Note 5)
|
1,298,103
|
1,367,864
|
|
|
|
Other
Assets:
|
|
|
Intangible Assets
– net (Note 6)
|
722,916
|
939,010
|
Operating Lease -
Right of Use Asset (Note 7)
|
631,527
|
674,471
|
Capitalized
Software Development Costs - net (Note 8)
|
52,377
|
94,278
|
Other
Assets
|
358,935
|
114,033
|
Total
Other Assets
|
1,765,755
|
1,821,792
|
Total
Assets
|
$16,769,885
|
$8,225,467
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
Current
Liabilities:
|
|
|
Accounts
Payable
|
$1,501,469
|
$713,222
|
Accrued
Expenses and Other Current Liabilities (Note 14)
|
501,849
|
450,112
|
Accrued
Interest (Note 10)
|
-
|
66,667
|
Customer
Deposits
|
118,880
|
-
|
Current
Portion of Long-Term Operating Lease
|
81,223
|
71,510
|
Convertible
Notes Payable, net of discount of $0
|
|
|
at
December 31, 2019 (Note 10)
|
-
|
5,000,000
|
Total
Current Liabilities
|
2,203,421
|
6,301,511
|
|
|
|
Long-Term
Liabilities:
|
|
|
Loan
Payable (Note 16)
|
410,700
|
-
|
Long-Term
Operating Lease, Net of Current Portion (Note 7)
|
953,190
|
1,034,413
|
Total
Long-Term Liabilities
|
1,363,890
|
1,034,413
|
Total
Liabilities
|
3,567,311
|
7,335,924
|
|
|
|
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, 2020 and December 31, 2019
|
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, 2020 and December 31, 2019
|
-
|
-
|
Common
stock; par value $0.01 per share, 250,000,000 shares
authorized;
|
|
|
16,761,513
and 15,587,552 shares issued and outstanding
|
|
|
at
December 31, 2020 and December 31, 2019, respectively.
|
167,615
|
155,875
|
Additional
Paid-In Capital
|
52,142,399
|
44,232,274
|
Accumulated
Deficit
|
(39,108,078)
|
(43,499,244)
|
Total
Shareholders’ Equity
|
13,202,574
|
889,543
|
Total Liabilities
and Shareholders’ Equity
|
$16,769,885
|
$8,225,467
|
(1)
Share amounts with respect to the common stock and Convertible
Series A Preferred Stock have been retroactively restated to
reflect the reverse
|
|||
split
thereof, which was effected as of the close of business on
September 10, 2020. Refer to Note 11—Equity for further
information.
|
|||
|
|
|
|
The
accompanying notes are an integral part of the consolidated
financial statements.
|
|
For The Years
Ended
|
|
|
December
31,
|
|
|
2020
(1)
|
2019
(1)
|
|
|
|
Sales,
net
|
$25,027,637
|
$6,347,160
|
Cost
of Sales
|
9,985,046
|
2,433,243
|
Gross
Profit
|
15,042,591
|
3,913,917
|
|
|
|
Operating
Expenses:
|
|
|
Professional
Fees
|
681,377
|
363,789
|
Depreciation
and Amortization
|
719,760
|
716,165
|
Selling
Expenses
|
1,247,444
|
1,654,564
|
Research
and Development
|
455,046
|
340,582
|
Equity
Compensation Expense (Note 11)
|
3,130,986
|
114,222
|
Consulting
Fees
|
327,232
|
126,693
|
General
and Administrative
|
3,971,956
|
2,681,146
|
Total Operating
Expenses
|
10,533,802
|
5,997,161
|
Income (loss) from
Operations
|
4,508,789
|
(2,083,244)
|
|
|
|
Other Income
(Expense):
|
|
|
Amortization
of Debt Discounts
|
-
|
(17,534)
|
Interest
Income
|
2,915
|
3,045
|
Interest
Expense
|
(43,538)
|
(200,000)
|
Total Other Income
(Expense)
|
(40,623)
|
(214,489)
|
|
|
|
Income (loss)
before income taxes
|
4,468,166
|
(2,297,733)
|
Provision for
Income Taxes (Note 17)
|
77,000
|
-
|
Net Income
(loss)
|
$4,391,166
|
$(2,297,733)
|
|
|
|
Net income (loss)
Per Common Share
|
|
|
Basic
|
$0.27
|
$(0.15)
|
Diluted
|
$0.23
|
$(0.15)
|
|
|
|
Basic Weighted
Average Common Shares Outstanding
|
16,512,126
|
15,586,258
|
Diluted Weighted
Average Common Shares Outstanding
|
18,757,509
|
15,586,258
|
(1)
Share amounts with respect to the common stock and Convertible
Series A Preferred Stock have been retroactively restated to
reflect the reverse
|
||||||
split
thereof, which was effected as of the close of business on
September 10, 2020. Refer to Note 11—Equity for further
information.
|
||||||
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the consolidated
financial statements.
|
|
Series A
Preferred
|
Common
Stock
|
|
|
|
||
|
|
|
|
|
Additional
Paid
|
Accumulated
|
Total
Shareholders’
|
|
Shares
|
Amount
|
Shares
|
Amount
|
in
Capital
|
Deficit
|
Equity
|
|
|||||||
Balance at
December 31, 2018
|
63,750
|
$638
|
15,536,302
|
$155,363
|
$44,040,708
|
$(41,201,511)
|
$2,995,198
|
|
|
|
|
|
|
|
|
Equity
Compensation
|
|
|
|
|
146,878
|
|
146,878
|
Common Stock
Issued for Services Provided
|
|
|
51,250
|
513
|
44,688
|
|
45,200
|
Net Loss for
the year ended December 31, 2019
|
|
|
|
|
|
(2,297,733)
|
(2,297,733)
|
Balance at
December 31, 2019
|
63,750
|
638
|
15,587,552
|
155,876
|
44,232,274
|
(43,499,244)
|
889,543
|
|
|
|
|
|
|
|
|
Equity
Compensation
|
|
|
|
|
3,158,175
|
|
3,158,175
|
Common Stock
Issued for Services Provided
|
|
|
50,500
|
505
|
49,685
|
|
50,190
|
Conversion of
Notes Payable into Common Stock
|
|
|
1,041,667
|
10,417
|
4,489,584
|
|
4,500,000
|
Warrants and
Options Exercised
|
|
|
79,296
|
793
|
212,707
|
|
213,500
|
Other
|
|
|
2,499
|
25
|
(25)
|
|
-
|
Net Income for
the year ended December 31, 2020
|
|
|
|
|
|
4,391,166
|
4,391,166
|
Balance at
December 31, 2020
|
63,750
|
$638
|
16,761,514
|
$167,614
|
$52,142,400
|
$(39,108,078)
|
$13,202,573
|
(1)
Share amounts with respect to the common stock and Convertible
Series A Preferred Stock have been retroactively restated to
reflect the reverse
|
|||||||||||||
split
thereof, which was effected as of the close of business on
September 10, 2020. Refer to Note 11—Equity for further
information.
|
|||||||||||||
The
accompanying notes are an integral part of the consolidated
financial statements.
|
|
For the Years Ended
December 31,
|
|
|
2020
|
2019
|
Cash
Flow From Operating Activities:
|
|
|
Net
Income (Loss)
|
$4,391,166
|
$(2,297,733)
|
Adjustments
to Reconcile Net Income (Loss) to
|
|
|
Net
Cash Provided by (Used) In Operating Activities:
|
|
|
Depreciation
and Amortization
|
719,760
|
716,165
|
Amortization
of Right of Use Asset
|
157,315
|
157,315
|
Amortization
of Debt Discount
|
-
|
17,534
|
Amortization
of Software Costs
|
41,900
|
31,426
|
Equity
Compensation Expense
|
3,130,986
|
114,222
|
Value
of Equity Issued for Services
|
50,190
|
45,200
|
Reserve
for Bad Debt
|
280,000
|
(190,000)
|
Inventory
Reserve
|
(100,000)
|
-
|
|
|
|
Changes
in Operating Assets and Liabilities:
|
|
|
Decrease
(Increase) in:
|
|
|
Accounts
Receivable
|
(2,502,043)
|
840,964
|
Inventory
|
(1,388,986)
|
348,226
|
Prepaid
Expenses
|
(233,642)
|
78,269
|
Vendor
Deposits
|
(247,660)
|
(31,611)
|
Other
Receivables
|
(198,951)
|
-
|
Other
Assets
|
(294,659)
|
(154,330)
|
Increase
(Decrease) in:
|
|
|
Accounts
Payable
|
788,247
|
(420,427)
|
Accrued
Expenses
|
78,926
|
67,569
|
Accrued
Interest
|
(66,667)
|
-
|
Accrued
Officer Compensation
|
-
|
(70,000)
|
Customer
Deposits
|
118,880
|
(1,486)
|
Lease
Liability
|
(146,688)
|
(65,753)
|
|
|
|
Net
Cash Provided (Used) in Operating Activities
|
4,578,076
|
(814,451)
|
|
|
|
Cash
Flow From Investing Activities:
|
|
|
Capitalized
Software Costs
|
-
|
(125,704)
|
Capitalized
Patent Costs
|
(111,386)
|
(21,980)
|
Purchase
of Property and Equipment
|
(289,270)
|
(145,580)
|
Net
Cash (Used) in Investing Activities
|
(400,655)
|
(293,264)
|
TOMI ENVIRONMENTAL SOLUTIONS, INC.
|
|||||
CONSOLIDATED STATEMENT OF CASH FLOWS –
CONTINUED
|
|
For the Years Ended
December 31,
|
|
|
2020
|
2019
|
Cash
Flow From Financing Activities:
|
|
|
Proceeds
from Exercise of Warrants and Options
|
213,500
|
-
|
Proceeds
from Loan Payable
|
410,700
|
-
|
Repayment
of Principal Balance on Convertible Note
|
(500,000)
|
-
|
Net
Cash Provided by Financing Activities:
|
124,200
|
-
|
Increase
(Decrease) In Cash and Cash Equivalents
|
4,301,620
|
(1,107,715)
|
Cash
and Cash Equivalents - Beginning
|
897,223
|
2,004,938
|
Cash
and Cash Equivalents – Ending
|
$5,198,842
|
$897,223
|
|
|
|
Supplemental
Cash Flow Information:
|
|
|
Cash
Paid For Interest
|
$107,356
|
$200,000
|
Cash
Paid for Income Taxes
|
$800
|
$800
|
Non-Cash
Investing and Financing Activities:
|
|
|
Accrued
Equity Compensation
|
$27,189
|
$32,656
|
Conversion
of Note Payable into Common Stock
|
$4,500,000
|
$-
|
Equipment,
net Transferred to and from Inventory
|
$22,685
|
$18,574
|
Patent and trademark costs reclassified from Other
Assets
|
$49,758
|
$51,692
|
Level 1:
|
Quoted prices in active markets for identical assets or
liabilities.
|
Level 2:
|
Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other
inputs that are observable or corroborated by observable market
data for substantially the full term of the assets or
liabilities.
|
Level 3:
|
Unobservable inputs that are supported by little or no market
activity and that are significant to the value of the assets or
liabilities.
|
Income (loss) from Operations Data:
|
|
|
|
|
|
Income
(Loss) from Operations
|
$4,508,789
|
$(2,083,244)
|
|
|
|
Basic
and Diluted Weighted Average Shares
|
|
|
Basic
|
16,512,126
|
15, 586,258
|
Diluted
|
18,757,509
|
15, 586,258
|
Basic
and Diluted Income (loss) Per Common Share
|
|
|
Basic
|
$0.27
|
$(0.13)
|
Diluted
|
$0.24
|
$(0.13)
|
|
For the Years Ended
December 31,
|
|
|
2020
|
2019
|
SteraMist
Product
|
$22,971,000
|
$4,999,000
|
Service
and Training
|
2,057,000
|
1,348,000
|
Total
|
$25,028,000
|
$6,347,000
|
|
For the Years Ended
December 31,
|
|
|
2020
|
2019
|
United
States
|
$18,367,000
|
$5,002,000
|
International
|
6,661,000
|
1,345,000
|
Total
|
$25,028,000
|
$6,347,000
|
|
December 31,
2020
|
December 31,
2019
|
Finished
goods
|
$3,404,025
|
$2,364,786
|
Raw
Materials
|
377,490
|
50,428
|
Inventory
Reserve
|
-
|
(100,000)
|
|
$3,781,515
|
$2,315,214
|
|
December 31,
2020
|
December 31,
2019
|
Furniture
and fixtures
|
$357,236
|
$357,236
|
Equipment
|
1,580,743
|
1,355,014
|
Vehicles
|
60,703
|
60,703
|
Computer
and software
|
203,704
|
166,598
|
Leasehold
improvements
|
386,120
|
362,898
|
Tenant
Improvement Allowance
|
405,000
|
405,000
|
|
2,993,507
|
2,707,449
|
Less:
Accumulated depreciation
|
1,695,404
|
1,339,585
|
|
$1,298,103
|
$1,367,864
|
|
December 31,
2020
|
December 31,
2019
|
Intellectual
Property and Patents
|
$3,000,012
|
$2,906,507
|
Less:
Accumulated Amortization
|
2,856,991
|
2,479,754
|
Intangible
Assets, net
|
$143,021
|
$426,753
|
Trademarks
|
579,895
|
512,257
|
|
|
|
Total Intangible Assets, net
|
$722,916
|
$939,010
|
Year
Ended:
|
Amount
|
|
|
December
31, 2021
|
$10,000
|
December
31, 2022
|
10,000
|
December
31, 2023
|
10,000
|
December
31, 2024
|
10,000
|
December
31, 2025
|
10,000
|
Thereafter
|
93,000
|
|
$143,000
|
Operating leases:
|
December 31,
2020
|
December 31,
2019
|
Assets:
|
|
|
Operating
lease right-of-use asset
|
$631,527
|
$674,471
|
Liabilities:
|
|
|
Current
Portion of Long-Term Operating Lease
|
$81,223
|
$71,510
|
Long-Term
Operating Lease, Net of Current Portion
|
953,190
|
1,034,413
|
|
$1,034,413
|
$1,105,923
|
|
For the Year Ended December 31,
2020
|
For the Year Ended December 31,
2019
|
|
|
|
Operating
lease expense
|
$157,315
|
$157,315
|
|
December 31,
2020
|
|
December 31,
2019
|
Weighted-average remaining lease term:
|
|
|
|
Operating leases
|
8.25 years
|
|
9.25 years
|
|
|
|
|
Discount rate:
|
|
|
|
Operating leases
|
7.00%
|
|
7.00%
|
|
For the Year Ended
December 31,
2020
|
For the Year Ended
December 31,
2019
|
Cash
paid for amounts included in the measurement of lease
liabilities:
|
$146,688
|
$65,753
|
Year Ended:
|
Operating Lease
|
December
31, 2021
|
$151,088
|
December
31, 2022
|
155,621
|
December
31, 2023
|
160,290
|
December
31, 2024
|
165,098
|
December
31, 2025
|
170,051
|
Thereafter
|
575,131
|
Total
minimum lease payments
|
1,377,280
|
Less:
Interest
|
342,867
|
Present
value of lease obligations
|
1,034,413
|
Less:
Current portion
|
81,223
|
Long-term
portion of lease obligations
|
$953,190
|
|
December 31,
2020
|
December 31,
2019
|
Capitalized
Software Development Costs
|
$125,704
|
$125,704
|
Less:
Accumulated Amortization
|
(73,327)
|
(31,426)
|
|
$52,377
|
$94,278
|
|
December 31,
2020
|
December 31,
2019
|
|
|
|
Convertible
notes
|
$-
|
$5,000,000
|
Initial
discount
|
-
|
(53,873)
|
Accumulated
amortization
|
-
|
53,873
|
Convertible
notes, net
|
$-
|
$5,000,000
|
|
December 31, 2020
|
December 31, 2019
|
||
|
Number of Options
|
Weighted Average Exercise Price
|
Number of Options
|
Weighted Average Exercise Price
|
Outstanding,
beginning of period
|
77,500
|
$2.56
|
40,000
|
$4.16
|
Granted
|
62,500
|
3.96
|
37,500
|
0.88
|
Exercised
|
(2,500)
|
0.40
|
-
|
-
|
Expired
|
(5,000)
|
16.80
|
-
|
-
|
Outstanding,
end of period
|
132,500
|
$ 2.72
|
77,500
|
$2.56
|
Outstanding Options
|
Average
Weighted
|
Exercisable Options
|
||
Range
|
Number
|
Remaining
Contractual
Life in Years
|
Number
|
Weighted
Average
Exercise Price
|
$0.80
|
27,500
|
4.10
|
27,500
|
$0.80
|
$0.88
|
31,250
|
3.01
|
31,250
|
$0.88
|
$0.96
|
25,000
|
3.02
|
25,000
|
$0.96
|
$2.16
|
5,000
|
4.01
|
5,000
|
$2.16
|
$4.40
|
12,500
|
5.10
|
12,500
|
$4.40
|
$7.06
|
31,250
|
4.75
|
31,250
|
$7.06
|
|
|
|
|
|
|
132,500
|
3.89
|
132,500
|
$2.72
|
|
December 31, 2020
|
December 31, 2019
|
||
|
Number of Warrants
|
Weighted Average Exercise Price
|
Number of Warrants
|
Weighted Average Exercise Price
|
Outstanding,
beginning of period
|
2,155,065
|
$3.12
|
3,318,826
|
$2.72
|
Granted
|
585,447
|
4.97
|
162,500
|
0.88
|
Exercised
|
(76,796)
|
(2.77)
|
-
|
-
|
Expired
|
(614,583)
|
(6.40)
|
(1,326,261)
|
(1.84)
|
Outstanding,
end of period
|
2,049,133
|
$2.55
|
2,155,065
|
$3.12
|
Outstanding Warrants
|
|
Exercisable Warrants
|
||
Exercise Price
|
Number
|
Average Weighted
Remaining Contractual
Life in Years
|
Number
|
Weighted Average
Exercise Price
|
$0.64
|
31,250
|
2.90
|
31,250
|
$0.64
|
$0.80
|
158,125
|
2.76
|
158,125
|
$0.80
|
$0.96
|
473,958
|
1.94
|
473,958
|
$0.96
|
$1.12
|
6,250
|
3.30
|
6,250
|
$1.12
|
$1.20
|
175,000
|
3.88
|
175,000
|
$1.20
|
$1.36
|
1,250
|
1.82
|
1,250
|
$1.36
|
$2.16
|
31,250
|
1.00
|
31,250
|
$2.16
|
$2.32
|
523,061
|
1.16
|
523,061
|
$2.32
|
$2.40
|
137,500
|
0.14
|
137,500
|
$2.40
|
$2.56
|
31,250
|
0.75
|
31,250
|
$2.56
|
$3.36
|
31,250
|
0.50
|
31,250
|
$3,36
|
$4.00
|
60,000
|
4.60
|
60,000
|
$4.00
|
$4.40
|
12,500
|
0.09
|
12,500
|
$4.40
|
$6.95
|
375,000
|
9.75
|
375,000
|
$6.95
|
$8.40
|
1,488
|
2.63
|
1,488
|
$8.40
|
|
2,049,133
|
3.31
|
2,049,133
|
$2.55
|
Year Ended:
|
Amount
|
|
|
December
31, 2021
|
$18,000
|
December
31, 2022
|
30,000
|
December
31, 2023
|
30,000
|
December
31, 2024
|
30,000
|
December
31, 2025
|
15,000
|
|
$123,000
|
|
December 31,
2020
|
December 31,
2019
|
Commissions
|
$151,709
|
$112,102
|
Payroll
and related costs
|
84,000
|
167,689
|
Director
fees
|
41,250
|
41,250
|
Sales
Tax Payable
|
9,784
|
21,814
|
Income
Taxes Payable (Note 17)
|
77,000
|
-
|
Accrued
warranty (Note 15)
|
68,000
|
30,000
|
Other
accrued expenses
|
70,106
|
77,257
|
Total
|
$501,849
|
$450,112
|
|
December 31,
2020
|
December 31,
2019
|
Beginning
accrued warranty costs
|
$30,000
|
$30,000
|
Provision
for warranty expense
|
101,041
|
2,609
|
Settlement
of warranty claims
|
(63,041)
|
(2,609)
|
Ending
accrued warranty costs
|
$68,000
|
$30,000
|
|
For the Year Ended
|
|
|
December 31,
|
December 31,
|
|
2020
|
2019
|
Current:
|
|
|
Federal
|
$-
|
$-
|
State
|
77,000
|
-
|
Foreign
|
-
|
-
|
|
77,000
|
-
|
Deferred:
|
|
|
Federal
|
-
|
-
|
State
|
-
|
-
|
Foreign
|
-
|
-
|
|
-
|
-
|
Total
|
$77,000
|
$-
|
|
For the Year Ended
|
|
|
December 31,
|
December 31,
|
|
2020
|
2019
|
|
|
|
United
States
|
$4,468,166
|
$(2,297,733)
|
Foreign
|
-
|
-
|
Total
|
$4,468,166
|
$(2,297,733)
|
1 Year TOMI Environmental Solut... Chart |
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