TOMI Environmental Solutions Inc 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-09908 TOMI ENVIRONMENTAL SOLUTIONS, INC. (Exact name of registrant as specified in its charter) 59-1947988(I.R.S. EmployerIdentification No.) 21701(Zip Code) Securities registered under Section 12(b) of the Exchange Act: Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large Accelerated FilerNon-Accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the common stock held by non-affiliates of the registrant was approximately $12,112,176, based upon the closing price of theregistrant’s common stock as reported on the Nasdaq Capital Market on such date. As of March 20, 2026, the registrant had 20,540,539 shares of common stock outstanding. Documents incorporated by reference None. TOMI ENVIRONMENTAL SOLUTIONS, INC.ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS Page PART I1Business41A.Risk Factors101B.Unresolved Staff Comments191C.Cybersecurity192Properties203Legal Proceedings204Mine Safety Disclosures20PART II5Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities216Reserved217Management’s Discussion and Analysis of Financial Condition and Results of Operations217A.Quantitative and Qualitative Disclosures About Market Risk308Financial Statements and Supplementary Data319Changes in and Disagreements with Accountants on Accounting and Financial Disclosure599A.Controls and Procedures599B.Other Information619C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections61PART III10Directors, Executive Officers and Corporate Governance6211Executive Compensation6412Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters6913Certain Relationships and Related Transactions, and Director Independence7114Principal Accounting Fees and Services71PART IV15Exhibits, Financial Statement Schedules7216Form 10-K Summary72Exhibit Index73Signatures75 Table of Contents FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (the “Securiti