Key Highlights

• TOMI Environmental Solutions Inc. (NASDAQ: TOMZ) to merge with Carbonium, with Carbonium stakeholders holding a substantial majority stake post-transaction.

• The deal involves the issuance of TOMZ common stock, par value $0.01 per share, representing a notable portion of the outstanding shares.

• The company aims to secure significant capital to support its strategic growth objectives ahead of the closing.

Merger Details

TOMI Environmental Solutions Inc. (NASDAQ: TOMZ) has announced a definitive agreement to merge with Carbonium, a U.S.-based company specializing in advanced materials with applications in critical industries. The transaction will involve the issuance of TOMZ common stock, par value $0.01 per share, which will account for a meaningful percentage of the company’s outstanding shares following the deal. This strategic move is designed to position the combined entity as a key player in the evolving U.S.

Nuclear energy and critical materials supply chain sectors.

Ownership Structure

Following the completion of the merger, Carbonium’s stakeholders are expected to hold a substantial majority of the combined company’s shares. This shift in ownership reflects the issuance of new equity and the conversion of a newly designated series of preferred stock. The company will work to ensure continued compliance with Nasdaq listing requirements throughout the process.

Financing Transaction

In connection with the merger, TOMI Environmental Solutions Inc. Intends to raise a significant amount of capital to bolster its operational and strategic initiatives. The funds are anticipated to provide the financial flexibility needed to execute the company’s growth plans.

The transaction remains subject to standard closing conditions, including the expiration or termination of any applicable regulatory waiting periods.

Regulatory Approvals

The merger requires several regulatory approvals, including the conversion of the Series C Preferred Stock into common stock under Nasdaq Listing Rule 5635. Additionally, the company plans to seek shareholder approval for a proposed name change to "Carbonium Core, Inc." These steps are essential to finalizing the transaction and maintaining compliance with Nasdaq’s listing standards.

Closing Conditions

The completion of the merger is contingent upon customary closing conditions, such as the accuracy of representations and warranties made by both parties. The company must also fulfill its obligations under the merger agreement. If all conditions are satisfied, the transaction is expected to close during the third quarter of 2026.

Forward-Looking Statements

This announcement contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and projections about future events and are subject to risks and uncertainties. Investors are advised that actual outcomes may differ materially from those expressed in these statements, which reflect management’s views only as of the date of this announcement.

Risk Factors

The merger is subject to various risks, including the ability to obtain necessary regulatory approvals and meet all closing conditions. Investors should review the company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed on March 31, 2026, for a detailed discussion of potential risks and uncertainties associated with the transaction.

 

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.