TOMI Environmental Solutions, Inc. announced that it has entered into a Securities Purchase Agreement with certain accredited investors pursuant to which the company agreed to sell and issue convertible notes to the investors in a private placement transaction in one or more closings up to an aggregate principal amount of $5,000,000 for the aggregate gross proceeds of $2,600,000 on November 7, 2023. The gross proceeds to the company from the transaction are approximately $2,600,000, before deducting the placement agent?s fees and other estimated offering expenses. The initial closing of the transaction is expected to occur on November 7, 2023, subject to satisfaction of customary closing conditions.

The notes are due on the fifth anniversary of their issuance and bear simple interest at a rate of 12% per annum, payable in equal monthly installments. The notes are convertible at any time into shares of the Company?s common stock, par value of $0.01, at the option of the holder at a conversion price of $1.25 per share, as adjusted, which shall not exceed $1.55 per share. In addition, the Company can require Investors to convert the Notes at the then current conversion price at any time after 90 days from the issue date if the Common Stock has a closing bid price of $1.55 per share or higher on the Nasdaq Capital Market for any 20 days within a 30 day period of consecutive trading days, or if a ?fundamental change?

occurs. The notes are unsecured and senior to other indebtedness of the company subject to certain exceptions.