TOMZ News & Events

Tomi Environmental Solutions announced that it has executed a non-binding letter of intent to merge with Carbonium Core, a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies. A to-be-created wholly-owned subsidiary of the company will merge with Carbonium Core, such that Carbonium Core will become a wholly owned subsidiary of the company. The former Carbonium Core stockholders will receive, as merger consideration, shares of Tomi common stock equal to 19.99% of the company's outstanding shares of common stock as of immediately prior to the merger and shares of a newly created series of preferred stock of the company, convert into Tomi common stock upon stockholder approval. With the shares of TOMI common stock and the newly created preferred stock, the enterprise valuation of Carbonium Core will be in the amount of $120M as of the date of the LOI, subject to further due diligence. The merger is subject to execution of definitive agreements and customary closing conditions. Aggregate consideration to be paid by Tomi to Carbonium Core consists of shares of common stock and a newly created series of preferred stock of Tomi with an aggregate stated and liquidation value of $120M. An independent valuation analysis conducted in November 2025 valued Carbonium's business at $990M. The preferred stock will be convertible into shares of Tomi common stock subject to receipt of stockholder approval in accordance with the rules of the Nasdaq Stock Market. The preferred stock will not carry voting rights. The parties currently expect to negotiate and execute definitive agreements for the proposed transaction during the second quarter 2026, subject to extension by mutual agreement. Carbonium Core has agreed to a 45-day exclusivity period during which it will not solicit or engage in discussions regarding alternative transactions. Completion of the proposed transaction remains subject to satisfactory due diligence, execution of definitive agreements, receipt of required approvals, and other customary closing conditions. There can be no assurance that definitive agreements will be executed, that the proposed transaction will be consummated on the terms described herein or at all, or as to the timing or final terms of any transaction. Either party may terminate the LOI under customary circumstances, including failure to complete due diligence or by mutual written consent, without break-up fees.

TOMI Environmental Solutions is accelerating its expansion into the food safety sector by delivering unprecedented operational savings of up to 95%. As global supply chains face mounting pressure to eliminate pathogens such as Salmonella, Listeria, and E. coli, the industry is rapidly transitioning from legacy chemical applications toward the advanced, science-driven efficacy of SteraMist ionized Hydrogen Peroxide technology. The financial stakes for food safety have never been higher, with industry data indicating that the average direct cost of a single food recall now reaches nearly $10 million when accounting for notification, product retrieval, and disposal. To combat these risks, leading manufacturers are seeking automated, repeatable solutions that go beyond traditional cleaning. A prominent Consumer Packaged Goods manufacturer specializing in egg white-based products recently showcased the transformative power of this technology by integrating SteraMist iHP into its facility-wide Sanitation Standard Operating Procedures. The portability of the SteraPak system allowed sanitation teams to treat the deep, intricate internals of complex manufacturing machinery that are often unreachable by conventional methods. The implementation of SteraMist exceeded all performance benchmarks, resulting in an environment where spoilage organisms were detected so rarely that the facility was able to reduce its environmental sampling frequency from a routine schedule to only once per quarter. This shift led to a dramatic reduction in external lab testing and material costs, which plummeted from approximately $100,000 annually to just $5,000-representing a 95% overall decrease in sanitation validation expenses. Driven by these results, the manufacturer has introduced SteraMist to multiple partner facilities, further validating the technology's scalability.

TOMI Environmental Solutions "announced expansion of its presence across Canada following a series of strategic wins from late 2025 into early 2026. These placements include integrations within Canada's largest health research organization and leading hospital systems, reflecting adoption of SteraMist iHP in high-containment research and critical care environments."