TOMI Environmental Solutions Signs Letter of Intent for a Merger with Carbonium Core, Inc., a U.S.-Based Producer of Nuclear-Grade Graphite for Advanced Reactors and Infrastructure Demands of AI Data Centers

Rhea-AI Summary

TOMI Environmental Solutions (Nasdaq: TOMZ) executed a non-binding LOI to merge with Carbonium Core, a U.S. producer of nuclear-grade graphite, creating a wholly owned subsidiary after the Merger. The Stock Consideration values Carbonium Core at $120 million as of the LOI date.

The former Carbonium Core holders would receive 19.99% of TOMZ outstanding common stock plus a newly created preferred series convertible into common stock upon stockholder approval. Definitive agreements are expected by May 30, 2026, subject to due diligence and approvals; a 45-day exclusivity applies.

Positive

• Stock consideration implies a $120 million enterprise valuation
• Carbonium Core to hold 19.99% of TOMZ post-merger
• Domestic, vertically integrated mine-to-reactor graphite production
• Expected definitive agreement target date of May 30, 2026

Negative

• Merger completion contingent on due diligence, approvals, and stockholder vote
• Preferred stock convertible only upon stockholder approval, creating execution risk
• Independent November 2025 valuation of $990 million differs from LOI valuation

News Market Reaction – TOMZ

-8.21% 6.3x vol

20 alerts

-8.21% Session close to close

+18.9% Peak Tracked

-26.2% Trough Tracked

$14.99M Market Cap

6.3x Rel. Volume

In the Apr 30 session, TOMZ declined 8.21%, reflecting a notable negative market reaction. Argus tracked a peak move of +18.9% during that session. Argus tracked a trough of -26.2% from its starting point during tracking. Our momentum scanner triggered 20 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 6.3x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -8.2% in the session following this news. A negative reaction despite the LOI would ...

Analysis

The stock moved -8.2% in the session following this news. A negative reaction despite the LOI would fit prior instances where constructive updates, including strong Q1 metrics, were followed by selling. The deal implies issuing up to 19.99% of existing common equity plus new preferred stock tied to a $120 million valuation, which may raise dilution and execution concerns. The company also has a $50,000,000 shelf registration, giving it broad capital-raising capacity that could weigh on sentiment if investors prioritize near-term dilution over long-term diversification.

Key Figures

Carbonium valuation (LOI): $120 million Stock consideration value: $120 million Prior valuation: $990 million +5 more

8 metrics

Carbonium valuation (LOI) $120 million Enterprise valuation implied by LOI stock and preferred consideration

Stock consideration value $120 million Aggregate stated and liquidation value of TOMI stock and preferred

Prior valuation $990 million Independent valuation analysis of Carbonium in November 2025

Equity stake issued 19.99% Portion of TOMI outstanding common stock to Carbonium holders

Global graphite market $13–15 billion Estimated total graphite market size in 2026

Synthetic graphite market $8–9 billion Estimated 2026 size for synthetic graphite segment

Exclusivity period 45 days Carbonium Core exclusivity on alternative transactions

Signing target date May 30, 2026 Expected date to execute definitive merger agreements

Historical Context

5 past events · Latest: Apr 28 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 28	Investor presentation	Positive	-4.4%	NEXT SUPER STOCK livestream featuring CEO discussing model and operations.
Apr 27	Trade show update	Positive	+13.5%	Strong INTERPHEX interest and timelines with major healthcare customer.
Apr 22	Product upgrade	Positive	+8.7%	SteraMist iHP robot redesign targeting robotaxi and complex navigation.
Apr 14	Sales update	Positive	+1.8%	Strong BIT Solution growth and order trends supporting 2026 revenue.
Apr 08	Preliminary earnings	Positive	-2.3%	Preliminary Q1 revenue up 67% sequentially with strong pipeline metrics.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news has been mostly positive, with TOMZ often rising on operational updates but occasionally showing negative reactions to constructive announcements.

Recent Company History

Over April 2026, TOMZ issued multiple positive updates, including strong Q1 revenue momentum, BIT Solution growth, and SteraMist iHP automation initiatives. These drew mixed market responses, with moves from -4.36% to +13.5%. The latest LOI to merge with Carbonium Core adds a major strategic shift into nuclear-grade graphite and AI data center infrastructure, extending prior themes of automation, supply-chain localization, and platform diversification described in earlier filings and updates.

Key Terms

letter of intent, preferred stock, enterprise valuation, nuclear-grade graphite, +4 more

8 terms

letter of intent financial

"today announced that it has executed a non-binding letter of intent (the “LOI”)"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

preferred stock financial

"shares of a newly created series of preferred stock of the Company, convert into TOMI common stock"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

enterprise valuation financial

"the enterprise valuation of Carbonium Core will be in the amount of $120 million"

Enterprise valuation is an estimate of what an entire business is worth to a buyer, combining the value of its equity with obligations like debt while subtracting cash that would come with the company. Think of it as the full purchase price someone would pay for a house after accounting for the mortgage and any cash in the bank; investors use it to compare companies fairly, assess takeover prices, and judge whether a stock is cheap or expensive on an apples‑to‑apples basis.

nuclear-grade graphite technical

"a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies"

Nuclear-grade graphite is a very pure, specially manufactured form of carbon used inside certain types of nuclear reactors to slow neutrons and support reactor structures without introducing radioactive-contaminating impurities. Think of it as the high-grade, precision wood used to build a sensitive instrument: its consistency and low impurities matter for safety, performance and regulatory approval. Investors watch it because limited suppliers, long lead times and strict standards can affect reactor projects, costs and supply-chain risk.

Nasdaq Stock Market regulatory

"in accordance with the rules of the Nasdaq Stock Market (the “Stockholder Approval”)"

The Nasdaq Stock Market is a place where many companies' shares are bought and sold, functioning like a marketplace for investing in businesses. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping people grow their wealth or fund business growth. Known for hosting many technology and innovative companies, it is a key indicator of the health of those sectors.

stockholder approval regulatory

"convertible into shares of TOMI common stock subject to receipt of stockholder approval"

Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.

exclusivity period financial

"Carbonium Core has agreed to a 45-day exclusivity period during which it will not solicit"

An exclusivity period is a set amount of time during which only one party has the right to buy, sell, or make a deal with an asset or opportunity. For investors, it matters because it limits competition and gives the holder a guaranteed window to decide or act without interference from others, similar to having a temporary special right or first chance to make a move.

M&A Banker financial

"Thunder Rock Capital is the M&A Banker of record for Carbonium Core."

An M&A banker is a financial advisor who helps companies buy, sell, or combine businesses, acting like a deal matchmaker and negotiator. They assess value, structure payments, run financial checks, and steer talks to close a deal, which directly affects the price shareholders receive and future company profits. Investors pay attention because an M&A banker’s advice and deal terms can change a stock’s value, risk profile, and growth outlook.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Establishes domestic platform in advanced graphite, addressing a multi-billion-dollar end market underpinned by U.S. supply-chain reshoring and next-generation nuclear and AI data center demands

FREDERICK, Md., April 30, 2026 (GLOBE NEWSWIRE) -- TOMI Environmental Solutions, Inc.® (Nasdaq: TOMZ) (“TOMI” or the “Company”) today announced that it has executed a non-binding letter of intent (the “LOI”) to merge with Carbonium Core, Inc. (“Carbonium Core”), a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies (the “Proposed Transaction”).

Transaction Summary: 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 “Merger”). The former Carbonium Core stockholders (i.e. stockholders of Carbonium Core prior to the Merger) will receive, as Merger consideration, (i) 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 (ii) 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 $120 million 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.

Strategic Rationale

The Proposed Transaction is intended to diversify TOMI’s business by combining a domestic platform in lithium and advanced graphite materials with the Company’s existing SteraMist® disinfection and decontamination business. The materials will be utilized in TOMI’s entrance into the disinfection market for autonomous vehicles (Robotaxis) and for decontamination using battery-operated aerial drones. Carbonium Core’s vertically integrated U.S. production, including its exclusive purification technology developed in collaboration with Oak Ridge National Laboratory, is designed to convert domestically sourced carbon feedstock into reactor-qualified graphite within a fully U.S.-controlled supply chain. The Company believes this profile is increasingly differentiated as policymakers and end-users seek to reduce reliance on foreign-controlled sources of nuclear-grade and other strategic materials including lithium.

Investment Highlights

• Entry into a Strategic Materials Market. Nuclear-grade graphite is a specialty sub-segment of the global graphite market, which independent industry sources estimate at approximately $13–15 billion in 2026, with synthetic graphite, the most directly relevant category, estimated at approximately $8–9 billion.
• Policy and Reshoring Tailwinds. U.S. FEOC rules and federal support for advanced nuclear are accelerating demand for non-Chinese-origin graphite. Long reactor-qualification cycles create durable barriers to entry for qualified domestic suppliers.
• Vertically Integrated Domestic Platform. Carbonium Core’s mine-to-reactor model, combined with its Oak Ridge-collaborated purification technology, targets a defensible position in a market today dominated by foreign supply.
• Defined Closing Path. The definitive agreements are expected to be signed on or before May 30^th, 2026, subject to due diligence and stockholder approval, with a 45-day exclusivity period in place.
• Platform Diversification. Provides TOMI exposure to a new strategic-materials vertical while preserving the Company’s ongoing focus on its core SteraMist® franchise.
  

Leadership Commentary

“This transaction is intended to position TOMI in a strategically critical advanced-materials market with long qualification cycles and durable demand drivers tied to next-generation U.S. nuclear deployment,” said Dr. Halden Shane, Chairman and Chief Executive Officer of TOMI. “Carbonium Core’s domestic production capabilities and exclusive purification technology are highly differentiated, and we view this as a meaningful expansion of TOMI’s platform alongside our existing SteraMist® franchise.”

“Carbonium Core is among the first U.S. companies to take coal all the way to nuclear-grade graphite, a milestone for both the Company and U.S. supply-chain resilience,” added Suren Ajjarapu, Chief Executive Officer of Carbonium Core. “We believe combining with TOMI’s Nasdaq-listed platform will accelerate our ability to deliver a secure, domestic supply of nuclear-grade graphite for the next generation of U.S. reactor technologies including the energy-intensive cooling and infrastructure demands of AI data centers.”

Terms of the Proposed Transaction

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 $120 million (the “Stock Consideration”). An independent valuation analysis conducted in November 2025 valued Carbonium’s business at $990 million.

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 “Stockholder Approval”). 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 (including Stockholder Approval), 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.

Thunder Rock Capital is the M&A Banker of record for Carbonium Core.

About TOMI Environmental Solutions, Inc.

TOMI Environmental Solutions, Inc.® (Nasdaq: TOMZ) is a global company specializing in disinfection and decontamination utilizing its premier SteraMist® Brand of products, a hydrogen peroxide-based mist and fog. SteraMist® is registered with the U.S. Environmental Protection Agency (EPA) and is powered by TOMI’s proprietary Binary Ionization Technology® (BIT™), a patented and registered process that uses cold plasma science to deliver a low-percentage hydrogen peroxide-based ionized Hydrogen Peroxide (iHP®) for the elimination of contaminants on surfaces and in indoor environments.

TOMI’s products and services are used across multiple end markets, including healthcare, autogenous vehicles, including Robo taxis, drones, life sciences, food safety, and commercial applications, with customers ranging from hospitals and pharmaceutical facilities to research labs, biosafety facilities, and other commercial and government entities. TOMI is headquartered in Frederick, Maryland.

For more information, visit www.tomimist.com or follow TOMI on LinkedIn.

About Carbonium Core, Inc.

Carbonium Core, Inc. is a U.S.-based advanced materials company focused on producing nuclear-grade graphite for fourth-generation reactors. Its mission is to secure a resilient, sustainable, and competitive domestic supply of this critical material through science, innovation, and responsible sourcing. Carbonium Core combines materials engineering, exclusive purification technology developed in collaboration with Oak Ridge National Laboratory, a vertically integrated mine-to-reactor supply chain, and scalable production. For more information, visit https://carboniumcore.com./

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things, statements regarding the anticipated timing, proposed terms, and the Company’s ability to consummate the Proposed Transaction with Carbonium Core; the anticipated benefits of the Proposed Transaction; the size and growth of the relevant end markets; the Company’s market position and market opportunity; and expectations and plans regarding product development, manufacturing, and commercialization. These statements are based on TOMI’s current expectations, estimates, and projections regarding its business, operations, and other factors, and are subject to known and unknown risks, uncertainties, and assumptions. References to third-party industry estimates regarding the size of the global graphite and synthetic graphite markets reflect estimates produced by independent research providers, are inherently uncertain, and may differ materially across sources. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such words. Investors should not place undue reliance on forward-looking statements. Actual results may differ materially as a result of various factors, including uncertainties inherent in the negotiation of business transactions, the ability to satisfy closing conditions (including Stockholder Approval), and other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances after the date hereof, except as required by law.

INVESTOR RELATIONS CONTACT:  

John Nesbett/Zach Nevas

IMS Investor Relations  

tomi@imsinvestorrelations.com  

FAQ

What did TOMZ announce on April 30, 2026 about Carbonium Core?

TOMZ announced a non-binding LOI to merge with Carbonium Core, creating a wholly owned subsidiary. According to the company, the Stock Consideration values Carbonium Core at $120 million and includes common and convertible preferred shares.

How much equity will Carbonium Core holders receive in TOMZ after the merger?

Carbonium Core holders would receive shares equal to 19.99% of TOMZ outstanding common stock. According to the company, they will also receive a newly created preferred series convertible into common stock upon stockholder approval.

What are the key closing conditions and timeline for the TOMZ–Carbonium Core merger?

Completion requires definitive agreements, satisfactory due diligence, required approvals, and a stockholder vote. According to the company, definitive agreements are expected by May 30, 2026 and a 45-day exclusivity period is in place.

What is the strategic rationale for TOMZ acquiring Carbonium Core (TOMZ)?

The merger aims to diversify TOMZ into advanced materials, combining lithium and graphite capabilities with SteraMist operations. According to the company, Carbonium Core provides U.S.-based, vertically integrated nuclear-grade graphite production and Oak Ridge-collaborated purification technology.

How does TOMZ value Carbonium Core in the LOI and what valuation discrepancies exist?

The LOI sets an enterprise valuation of $120 million for Carbonium Core as of the LOI date. According to the company, an independent valuation from November 2025 valued Carbonium at $990 million, a notable discrepancy.

Will the newly created preferred stock from the TOMZ deal carry voting rights?

No, the preferred stock issued as part of the Stock Consideration will not carry voting rights. According to the company, the preferred shares have stated and liquidation value and convert to common only upon stockholder approval.