TOMI Environmental Solutions Inc美股市值说明书(2025-12-11版)

PROSPECTUS SUPPLEMENT(to Prospectus Dated December 8, 2025) Up to $20,000,000 and 52,000 Shares of Common Stock TOMI Environmental Solutions, Inc. This prospectus supplement, which supplements the accompanying prospectus, relates to the issuance and sale of up to$20,000,000 of shares of our common stock, par value $0.01 per share (the “Shares”), that we may sell to Hudson Global Ventures,LLC (“Hudson Global”), from time to time pursuant to the equity purchase agreement, dated as of November 5, 2025 (the “PurchaseAgreement”), that we have entered into with Hudson Global, and an additional 52,000 shares of our common stock being issued to Hudson Global is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the“Securities Act”).Hudson Global has informed us that it intends to sell to the public the Purchase Shares and Commitment Shares thatit may purchase from us pursuant to the Purchase Agreement. Such sales will be made on the Nasdaq Capital Market at prices and at The purchase price for the Shares will be based upon formulas set forth in the Purchase Agreement and will fluctuate basedon the market price of our common stock at the time we submit a purchase notice to Hudson Global. We will pay the expenses Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “TOMZ.” On December 10, 2025,the last sale price of our common stock as reported on Nasdaq was $0.7806 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or our public float, was approximately $15,105,036, based on 15,388,178 shares of our common stock held by non-affiliatesand a closing sale price of $0.98 per share as reported on The Nasdaq Capital Market on October 30, 2025. Pursuant to GeneralInstruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one- We are a “smaller reporting company” as defined under the federal securities laws and, as such, may rely on certain scaleddisclosure and reporting requirements. We are a “smaller reporting company” under applicable federal securities laws and therefore subject to reduced publiccompany reporting requirements. See “Prospectus Supplement Summary—Implications of Being a Smaller ReportingCompany.” Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” contained in this prospectus supplement beginning on page S-8 and under similar Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or The date of this prospectus supplement is December 11, 2025. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a “shelf” registration statement on Form S-3 that we filed with the Securities andExchange Commission (the “SEC”). This document is in two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering in common stock and also adds to and updates information contained in the accompanying prospectus This prospectus supplement, the accompanying prospectus and the documents incorporated into this prospectus supplement byreference include important information about us, the shares being offered and other information you should know before investing inour common stock. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand,and the information contained in the accompanying prospectus and any document incorporated by reference into this prospectussupplement that was filed with the SEC, before the date of this prospectus, on the other hand, you should rely on the information inthis prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in another document We further note that the representations, warranties and covenants made by us in any agreement, including the PurchaseAgreement, that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of theparties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should You should rely only on this prospectus supplement and the accompanying prospectus and the information incorporated ordeemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither we nor HudsonGlobal have authorized anyone to provide you with information that is in addition to or different from that contained or incorporatedby reference into this prospectus supplement or the accompanying prospectus. We take no further responsibility for, and can