TOMZ — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Our intellectual property portfolio is a key strategic asset supporting our global market position. We hold or have pending over 45 utility or design patents worldwide, protecting both the methods and systems underlying our SteraMist® BIT™ platform, with U.S. patents extending through 2038. Recent a…

• We hold more than 30 design patents for decontamination devices, covering applicators, chambers, carts, and surface-mounted systems, across major global markets including the United States, China, Japan, Korea, and the United Kingdom. In addition, we maintain over 200 trademarks registered or pendin…

• In the second quarter of 2026, four key metrics delivered sustainable growth trends: BIT Solution sales, mobile equipment, single applicators—where TOMI’s patented iHP intellectual property resides—and support services, including qualification, acceptance testing, and training programs. The increase…

• This growth clearly demonstrates that customers are expanding their deployment of our patented cold plasma technology. The applicator is a critical component that enables iHP to be utilized—whether paired with a mobile delivery system or installed in a permanent or semi-permanent configuration.

• We only began emphasizing this strategy less than two years ago, and it builds on our consumable-driven model. In many ways, the applicator functions as a second “razor” in a razor-and-blade framework: it carries a longer replacement cycle than pure consumables such as BIT Solution, yet it has a sig…

Text removed vs the prior filing · source: 10-Q · 2026-05-08

• Our integrated project pipeline, encompassing SIS, Hybrid, and CES projects awaiting approval or unsigned contract, grew to approximately $4.3 million across 13 customers, an increase from the November 2025 $3 million integration sales pipeline. Notably, we secured a $440,000 annual purchase order f…

• Since 2024, BIT solution sales have shown steady annual growth of 21% from 2024 to 2025. This momentum has been maintained into the current quarter. Management expects BIT Solution sales to exceed 2025 levels, which management believes could support progress toward the Company's future profitability…

• Our iHP technology continued to gain market recognition across pharmaceutical, biotech, food safety, and international markets during the quarter. Key first quarter 2026 developments included regulatory authorization in Great Britain and Northern Ireland from the UK Health and Safety Executive, our …

• Gross margin decreased from 60% in the three months ended March 31, 2025 to 50% in the current quarter, reflecting strategic price discounts to drive equipment adoption and an unfavorable product mix shift toward lower-margin equipment sales. Management views these factors as temporary, as growth in…

• Operating expenses decreased $248,000, or 15%, to $1.5 million, reflecting disciplined cost management across professional fees, selling expenses, and general and administrative costs.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Finance Leadership Transition: Appointed an Interim Chief Financial Officer to lead the finance function following the passing of our former Chief Financial Officer in May 2026.

• Strengthened Accounting Team & Expertise: Enhanced in-house CPA oversight over technical accounting, financial reporting, CECL reserves (ASC 326), and internal controls, directly addressing prior control deficiencies.

• Written Accounting Policies & Close Procedures: Updated written accounting policies and procedures, including comprehensive controls documentation each period and improved processes for quarter-end close and revenue recognition (ASC 606).

• Enhanced Technical Research Capabilities: Integrated AI-assisted technical research tools to support complex U.S. GAAP research and financial statement disclosures.

• Inventory Control & Physical Counts: Established and enforced monthly physical inventory counts and formalized quarterly reserve review procedures for slow-moving and excess inventory under ASC 330.

Text removed vs the prior filing · source: 10-Q · 2026-05-08

• While the material weaknesses had not been fully remediated as of March 31, 2026, management believes the actions taken to date represent meaningful progress in addressing the identified control deficiencies. We are committed to continuing this process and will continue to review and enhance our fin…

• During the three months ended March 31, 2026 and except as disclosed above regarding the material weaknesses and related remediation plans, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our inte…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On May 19, 2026, the Company received a letter from the Staff notifying the Company that, because it failed to regain compliance with each of the Bid Price Requirement and Minimum Equity Requirement, the Common Stock will be delisted from Nasdaq. The Company appealed the Staff’s delisting determinat…

• In the event that we are unsuccessful in the Staff’s delisting determination to the Nasdaq Hearings Panel, or we fail to satisfy any conditions or requirements imposed by the Nasdaq Hearings Panel in connection with any extension that may be granted, we will be delisted from Nasdaq, and the value of…

• We may not complete the proposed Merger within the time frame we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations.

• The proposed Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond our control. The Closing is expected to take place during the third quarter of 2026, subject to the satisfaction or waiver of the closing cond…

• we may experience negative reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the price of the shares would return to the prices at which the shares currently trade;

Text removed vs the prior filing · source: 10-Q · 2026-05-08

• The Proposed Transaction with Carbonium Core may not be completed and may not achieve the anticipated benefits.

• We generated a net loss of approximately $3.7 million and $4.5 million for the years ended December 31, 2025 and 2024, respectively. We also had an accumulated deficit of $58.1 million as of December 31, 2025. Prior to 2020, we did not generate any profit from our business operations.

• On April 30, 2026, the Company executed a non-binding LOI to negotiate a reverse triangular merger with Carbonium Core, a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies. Under the terms of the LOI, TOMI would provide all-stock consideration consisting of newly issued…

• If we are unable to consummate the Proposed Transaction, we may not realize the anticipated strategic, operational, and financial benefits of the transaction, which could materially and adversely affect our business, financial condition, and results of operations. In such event, we would remain sole…

• Even if the Proposed Transaction is completed, the combined company may not achieve the expected benefits of the transaction or perform as expected. The change of control resulting from the Proposed Transaction could result in disruptions to our business, which could materially and adversely affect …