TOMI Environmental Solutions, Inc.
8430 Spires Way, Suite N
Frederick, Maryland 21701
January 7, 2022
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, DC 20549
Attention: Jordan Nimitz
Re: TOMI Environmental Solutions, Inc.
Registration Statement on Form S-3
File No. 333-261895
Acceleration Request
Requested Date: January 11, 2022
Requested Time: 4:30 p.m. Eastern Time (or as soon thereafter as practicable)
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 11, 2022 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, |
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| TOMI ENVIRONMENTAL SOLUTIONS, INC. |
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| By: /s/ Halden S. Shane |
| Name: Halden S. Shane |
| Title: Chief Executive Officer |
cc: Albert Lung, Morgan, Lewis & Bockius LLP