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 TOMZ Acceleration Request

TOMI Environmental Solutions, Inc.
8430 Spires Way, Suite N
Frederick, Maryland 21701

December 5, 2025

U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Trade & Services
100 F Street NE
Washington, DC 20549
Attention: Margaret Sawicki

Re: TOMI Environmental Solutions, Inc.
Registration Statement on Form S-3
File No. 333-291563
Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as
 amended, TOMI Environmental Solutions, Inc., a Florida
corporation (the "Registrant"), hereby requests that the
Securities and Exchange Commission (the "Commission")
take appropriate action to cause the above-referenced
Registration Statement on Form S-3 to become effective on
December 8, 2025 at 4:00 p.m. Eastern Time, or as soon
thereafter as practicable, or at such later time as the
Registrant may orally request via telephone call to the
staff of the Commission. The Registrant hereby authorizes
Morgan, Lewis & Bockius LLP, counsel to the Registrant,
to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such
effectiveness by a telephone call to our counsel, Morgan,
Lewis & Bockius LLP, by calling Mr. Albert Lung at
(650) 843-7263.

Very Truly Yours,
TOMI ENVIRONMENTAL SOLUTIONS, INC.

By:  /s/ Halden S. Shane
Name:	Halden S. Shane
Title:  Chief Executive Officer

cc:  Albert Lung, Morgan, Lewis & Bockius LLP

November 18, 2024
Joe Rzepka
Chief Financial Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way
Frederick, MD 21701
Re:TOMI Environmental Solutions, Inc.
Form 10-K filed April 1, 2024
File No. 001-39574
Dear Joe Rzepka:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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tomz_corresp.htm

 Morgan, Lewis & Bockius LLP

 1400 Page Mill Road

 Palo Alto, CA 94304

 Tel. +1.650.843.4000

 Fax: +1.650.843.4001

 www.morganlewis.com

 Albert Lung

 Partner

 +1.650.843.7263

 Albert.lung@morganlewis.com

   November 12, 2024

 VIA EDGAR AS CORRESPONDENCE

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

     Attention:

   Jeanne Baker

   Al Pavot

   Re:

   TOMI Environmental Solutions, Inc.

   Form 10-K filed April 1, 2024

 File No. 001-39574

 To Whom It May Concern:

 On behalf of TOMI Environmental Solutions, Inc., a Florida corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated October 30, 2024 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Annual Report on Form 10-K (the “Original Form 10-K”).

 Set forth below are the Company’s response to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the heading used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1 to the Company’s Annual Report on Form 10-K (the “Amended Form 10-K”).

 Form 10-K for the Year Ended December 31, 2023

 Item 9A. Controls and Procedures, page 45

     1.

   Please amend your filing to provide (i) a statement identifying the framework used by management to evaluate the effectiveness of your internal controls over financial reporting and (ii) management’s conclusion as to the effectiveness of your internal controls over financial reporting as of December 31, 2023. Refer to Item 308(a)(2) and (3) of Regulation S-K.

   Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 4 of the Amended Form 10-K accordingly.

     2.

   In light of the missing internal control over financial reporting disclosures, it appears you should re-evaluate your conclusion regarding the effectiveness of your disclosure controls and procedures. Please ensure you state whether your disclosure controls and procedures were effective or not effective. In this regard, we note your current language, “…our disclosure controls and procedures were designed, implemented and operating effectively.” Refer to Item 307 of Regulation S-K.

   Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the omission of the disclosures referenced in the Staff’s Comment #1 above was solely due to an inadvertent and scrivener’s error that occurred during the processing of the Original Form 10-K. Specifically, the Company notes that such disclosures were included in the Company’s prior annual reports on Form 10-K when the Company did not have a material weakness. However, in the annual report on Form 10-K for the year ended December 31, 2021, the Company disclosed a material weakness, which was subsequently remediated as of December 21, 2022, but when the Company attempted to remove the material weakness disclosure in the Original Form 10-K, it inadvertently deleted the missing disclosure referenced in Comment #1. Nevertheless, in response to the Staff’s comment, the Company’s management has reevaluated the conclusion regarding the effectiveness of the Company’s disclosure controls and procedures. Based on such reevaluation, the management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023. The Company has revised the disclosure on page 4 of the Amended Form 10-K accordingly to conform to the language in Item 307 of Regulation S-K.

 * * * * * *

 If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at (650)843-7263 or via email at albert.lung@morganlewis.com.

        Sincerely,

 Morgan, Lewis & Bockius LLP

     By:

  /s/ Albert Lung

   Name:

  Albert Lung

  cc:

October 30, 2024
Joe Rzepka
Chief Financial Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way
Frederick, MD 21701
Re:TOMI Environmental Solutions, Inc.
Form 10-K filed April 1, 2024
File No. 001-39574
Dear Joe Rzepka:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Item 9A. Controls and Procedures, page 45
1.Please amend your filing to provide (i) a statement identifying the framework used by
management to evaluate the effectiveness of your internal controls over financial
reporting and (ii) management’s conclusion as to the effectiveness of your internal
controls over financial reporting as of December 31, 2023.  Refer to Item 308(a)(2)
and (3) of Regulation S-K.
2.In light of the missing internal control over financial reporting disclosures, it appears
you should re-evaluate your conclusion regarding the effectiveness of your disclosure
controls and procedures. Please ensure you state whether your disclosure controls and
procedures were effective or not effective. In this regard, we note your
current language, "...our disclosure controls and procedures were designed,
implemented and operating effectively."  Refer to Item 307 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

October 30, 2024
Page 2
            Please contact Jeanne Baker at 202-551-3691 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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TOMI Environmental Solutions, Inc.

8430 Spires Way, Suite N

Frederick, Maryland 21701

January 5, 2024

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549

Attention:  Benjamin Ritchie

        Re:    TOMI Environmental Solutions, Inc.

                  Registration Statement on Form S-3

                  File No. 333-276276

                  Acceleration Request

Ladies and Gentlemen:

        Pursuant to Rule 461 under the Securities Act of 1933, as amended, TOMI Environmental Solutions, Inc., a Florida corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on January 9, 2024 at 4:30 p.m. Eastern Time, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Morgan, Lewis & Bockius LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

        The Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, Morgan, Lewis & Bockius LLP, by calling Mr. Albert Lung at (650) 843-7263.

Very Truly Yours,

TOMI ENVIRONMENTAL SOLUTIONS, INC.

By:  /s/ Halden S. Shane

Name:  Halden S. Shane

Title:  Chief Executive Officer

cc:  Albert Lung, Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
January 4, 2024
Halden S. Shane
Chief Executive Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way
Frederick, MD 21701
Re:TOMI Environmental Solutions, Inc.
Registration Statement on Form S-3
Filed December 26, 2023
File No. 333-276276
Dear Halden S. Shane:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung