BEVERLY HILLS, Calif., March 20, 2017 (GLOBE NEWSWIRE) — TOMI Environmental Solutions, Inc. (“TOMI”) (OTCQX:TOMZ), a global decontamination and infection prevention company that specializes in disinfection/decontamination sales and services, including the manufacturing, sale and licensing of its SteraMist™, a hydrogen peroxide-based mist/fog that is registered with the U.S. Environmental Protection Agency (“EPA”), announced today that it raised gross proceeds of $5.3 million in a private placement transaction (the “Financing”). TOMI will use the proceeds from the Financing for research and development, international product registration, expansion of its internal sales force, marketing, public relations, expansions of its EPA label and for working capital and general corporate purposes.
In connection with the Financing, TOMI issued senior callable convertible promissory notes (the “Notes”) with an aggregate principal amount of $5.3 million. The Notes mature on August 31, 2018, unless earlier redeemed, repurchased or converted. The Notes are convertible at any time by the holder into common stock at a conversion price of $0.54 per share. From and after September 1, 2017, TOMI may redeem the Notes at any time prior to maturity at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest as of the redemption date. Interest on the Notes is payable semi-annually in cash on February 28 and August 31 of each year, beginning on August 31, 2017, at a rate of 4 percent per annum.
In addition, TOMI issued three-year warrants (the “Warrants”) to purchase up to an aggregate of 833,333 shares of common stock at an exercise price of $0.69 per share. If the Warrants are converted in full, TOMI would receive approximately $575,000 in additional funds.
The securities sold in the Financing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.
This press release has been issued pursuant to Rule 135c under the Securities Act and does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
The funds that purchased a majority of the principal outstanding under the Notes are: AP Asia Absolute Return Master Fund Limited, AP Asia Alpha Strategy Master Fund, Kalix Fund Limited and Light & Salt Fund SP.
About TOMI Environmental Solutions, Inc.
TOMI Environmental Solutions, Inc. (OTCQX:TOMZ) is a global decontamination and infection prevention company, providing eco-friendly environmental solutions for indoor surface disinfection through manufacturing, sales and licensing of its premier Binary Ionization Technology® (BIT™) platform, which was invented under a defense grant in association with the Defense Advanced Research Projects Agency (DARPA) of the U.S. Department of Defense. BIT™ uses a low percentage Hydrogen Peroxide as its only active ingredient to produce a hydroxyl radical (OH ion) and is represented by the TOMI™ SteraMist™ brand of products, which produce a germ-killing aerosol that behaves like a gas.
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 of 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 and The Restoration Industry Association. For additional information, visit www.tomimist.com or contact us at [email protected].
About AP Asset Management (HK) Limited
AP Asset Management (HK) Limited (“APAM”) is the investment manager of both the AP Asia Absolute Return Master Fund Limited and the AP Asia Alpha Strategy Master Fund. APAM specializes in equity long/short, absolute return strategies to capitalize on Asia’s and China’s economic growth.
About Kalix Fund Limited
The investment objective of the Sub-Fund is designed to bring investors attractive risk-adjusted returns with a variety of strategies. The Sub-Fund may entail an above-average risk and is only appropriate for persons who can accept the possibility of capital losses. The directors of the Sub-Fund however will seek to minimize such risks by a strict risk management and an adequate spreading of the risks involved.
About Light & Salt Fund SP
The investment approach of Light & Salt Fund SP is fundamental driven, non-index tracking with a focus on mid-to-large cap Pan-Asia Pacific focused companies. Light & Salt Capital Management Limited (“L&S”) is a company incorporated and based in Hong Kong. L&S acts as an independent wealth management platform which provides solutions for its clients’ various investment needs. L&S’s approach to asset management is to actively manage its clients’ assets using a process driven by investment discipline. Its mission is to offer quality relationships based on trust, performance and the sharing of common goals.
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.
MEDIA RELATIONS CONTACT Paul Varga Marketing and Public Relations Manager (301) 628-2831 [email protected]