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

Argus Sep 22 session 13 alerts

+2.10% close to close 2.5x rel. volume Open Argus

Details

News Market Reaction – TOMZ

+4.2% Peak Tracked

-12.8% Trough Tracked

$12.64M Mkt Cap at Peak Alert

On Sep 22, the first trading day after this news, TOMZ closed 2.10% above the previous close. Argus tracked a peak move of +4.2% during that session. Argus tracked a trough of -12.8% from its starting point during tracking. Our momentum scanner recorded 13 alerts for this stock that day. That session’s volume was 2.5x the stock’s average daily volume.

Data tracked by StockTitan Argus for the Sep 22 session.

Previous Acquisition Reports

1 past event · Latest: Jun 29

Same Type 1 event

1. Jun 29

   Merger announcement

   24h Move

   +2.6%

   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, business combination, capital structure

3 terms

merger agreement financial

"mutually agreed to terminate their previously announced definitive Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

business combination financial

"proceeding with the business combination is no longer in the best strategic"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

capital structure financial

"while protecting our clean capital structure"

Capital structure is the way a company finances its operations and growth by using different sources of money, such as borrowed funds (loans or bonds) and owner’s equity (investments from owners or shareholders). It’s like a recipe for baking a cake, where the balance of ingredients affects the final product's strength and taste; similarly, the mix of debt and equity influences a company's stability and risk. For investors, understanding a company's capital structure helps gauge how risky it might be to invest or lend money.

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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  

tomi@imsinvestorrelations.com  

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.

How will transaction-related costs be handled after the termination?

Under the terms of the Merger Agreement, each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions.

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.