TOMI Environmental Solutions Announces Mutual Termination of Merger Agreement with Carbonium Core
TOMI and Carbonium Core abandon their planned merger, each covering its own costs as TOMI refocuses on organic growth and partnerships.
Rhea-AI Summary
TOMI Environmental Solutions (TOMZ) and Carbonium Core have mutually terminated their definitive Merger Agreement originally dated June 28, 2026. TOMI’s board approved the termination on September 20, 2026, after both parties concluded that proceeding with the business combination is no longer in the best strategic or financial interest of their stakeholders.
Under the Merger Agreement, each party will bear its own fees and expenses related to the proposed transaction. TOMI’s CEO, Dr. Halden Shane, stated that the company is benefiting from global adoption of its SteraMist solution, with high-margin, recurring revenue growth, a healthy pipeline and backlog, and that exiting the deal preserves its “clean capital structure” and allows renewed focus on improving operating results while pursuing other strategic partnerships.
Positive
- Merger terminated with no break-up payment; each party covers its own expenses
- Management reports high-margin, recurring revenue growth and a healthy backlog
- Company expects the second half of 2026 to support a strong full-year performance
- Termination described as preserving TOMI’s clean capital structure
Negative
- Previously announced merger with Carbonium Core will not proceed
Details
Market Reaction – TOMZ
Following this news, TOMZ has gained 4.76%, reflecting a moderate positive market reaction. Argus tracked a peak move of +22.5% during the session. Our momentum scanner has triggered 25 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $1.50. Trading volume is elevated at 2.7x the average, suggesting notable buying interest.
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Previous Acquisition Reports
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Merger agreement targeted Q3 closing subject to $10 million financing and approvals
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
merger agreement financial
business combination financial
capital structure financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FREDERICK, Md., Sept. 21, 2026 (GLOBE NEWSWIRE) -- TOMI Environmental Solutions, Inc.® (“TOMI”) (NASDAQ: TOMZ), a global leader in disinfection and decontamination solutions, and Carbonium Core, Inc. (“Carbonium”), today announced that they have mutually agreed to terminate their previously announced definitive Merger Agreement, orginally dated June 28, 2026.
The decision to terminate the agreement was approved by TOMI’s Board of Directors on September 20, 2026. Both parties concluded that proceeding with the business combination is no longer in the best strategic or financial interest of their respective stakeholders.
Pursuant to the Merger Agreement, each party is responsible for its own fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby.
Dr. Halden Shane, CEO of TOMI Environmental Solutions commented, “TOMI has never been in a stronger position. Driven by the global adoption of our SteraMist solution, our business is delivering exceptional high-margin, recurring revenue growth and a healthy pipeline. Walking away cleanly from this transaction is in the best interest of our shareholders as we can now put refreshed focus on driving continued improvement in our operating results while protecting our clean capital structure. With our healthy backlog, the back half of the year should contribute to a strong 2026 for shareholders. In addition, we continue to pursue strategic partnerships with major players in our industry to expand market reach and sales opportunities.”
About TOMI™ Environmental Solutions, Inc.: Innovating for a safer world®
TOMI™ Environmental Solutions, Inc. (NASDAQ: TOMZ) is a global decontamination and infection prevention company providing environmental disinfection and bio-decontamination solutions through manufacturing, sales, and licensing of its Binary Ionization Technology® (BIT®) platform. Developed under a defense grant with DARPA, BIT® utilizes low-percentage hydrogen peroxide to produce ionized hydrogen peroxide (iHP®) fog. SteraMist® products serve hospitals, laboratories, government and military installations, cruise ships, office buildings, schools, restaurants, food processing facilities, and residences, delivering protection against a broad range of bacteria, viruses, mold, mycotoxins, and biological and chemical warfare agents. For additional information, please visit https://www.steramist.com or contact us at info@tomimist.com.
Forward-Looking Statements
This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated product performance. These forward looking statements include expectations regarding operating results and backlogs. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, our ability to acquire new customers and expands sales; our ability to maintain and manage growth and generate sales, our reliance on a single or a few products for a majority of revenues; the general business and economic conditions; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed by us with the SEC and other periodic reports we filed with the SEC. The information provided in this document is based upon the facts and circumstances known at this time. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and we undertake no duty to update such information, except as required under applicable law.
INVESTOR RELATIONS CONTACT:
John Nesbett/Zach Nevas
IMS Investor Relations
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why did TOMI and Carbonium Core terminate their merger agreement?
Both companies concluded that continuing with the business combination is no longer in the best strategic or financial interest of their respective stakeholders.
What strategic focus does TOMI highlight following the termination?
TOMI’s CEO said the company will focus on improving operating results, maintaining its clean capital structure, leveraging global adoption of SteraMist, and pursuing strategic partnerships with major industry players to expand market reach and sales opportunities.