TOMI Environmental, Carbonium Core end merger

TOMI Environmental Solutions will remain independent after mutually ending its planned merger with Carbonium Core to refocus on organic growth and partnerships.

Rhea-AI Filing Summary

TOMI Environmental Solutions, Inc. (TOMZ) and Carbonium Core, Inc. have mutually agreed to terminate their definitive merger agreement originally dated June 28, 2026, after concluding that completing the business combination is no longer in the best strategic or financial interest of their stakeholders. TOMI’s board approved the termination on September 20, 2026. Under the Merger Agreement, each party will bear its own fees and expenses related to the proposed transaction. CEO Dr. Halden Shane stated that TOMI is benefiting from global adoption of its SteraMist solution, with high-margin recurring revenue growth, a healthy pipeline and backlog, and that remaining independent allows renewed focus on improving operating results, protecting what he described as a clean capital structure, and pursuing strategic partnerships with larger industry players.

Filing Explained

The merger is terminated, with each party bearing its own incurred fees; no consideration or ownership exchange is disclosed.

A Form 8-K reports specified material events, and this filing reports that TOMI Environmental Solutions and Carbonium Core mutually terminated their definitive merger agreement, originally dated June 28, 2026; TOMI’s board approved the termination on September 20, 2026. The combination will not proceed under this agreement, and each party remains responsible for its own fees and expenses incurred in connection with it.

The release describes the termination as being in both parties’ best strategic or financial interest and says TOMI is protecting a clean capital structure, but it gives no merger consideration, closing conditions, or completed share exchange; the filing therefore establishes a completed termination without quantifying a shareholder benefit or ownership change.

Any later filing that identifies termination payments or transaction-related costs would be the line item needed to size the financial effect; this filing says only that each party bears its own incurred fees and expenses.

Key Figures

Merger agreement date: June 28, 2026 Board approval of termination: September 20, 2026 Announcement date: September 21, 2026

3 metrics

Merger agreement date June 28, 2026 Original date of the definitive merger agreement between TOMI and Carbonium Core

Board approval of termination September 20, 2026 Date TOMI’s Board of Directors approved terminating the merger agreement

Announcement date September 21, 2026 Date TOMI and Carbonium Core publicly announced the mutual termination

Key Terms

Merger Agreement, business combination, Binary Ionization Technology, ionized hydrogen peroxide, +1 more

5 terms

Merger Agreement regulatory

"Pursuant to the Merger Agreement, each party is responsible for its own fees"

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.

Binary Ionization Technology technical

"providing environmental disinfection and bio-decontamination solutions through manufacturing, sales, and licensing of its Binary Ionization Technology"

Binary ionization technology is a method that uses controlled electrical charges to change or activate substances at a molecular level, often for purposes like sterilization or purification. For investors, it matters because innovations in this technology can lead to new products or processes that improve efficiency and safety, potentially creating new market opportunities and driving growth in related industries.

ionized hydrogen peroxide technical

"BIT utilizes low-percentage hydrogen peroxide to produce ionized hydrogen peroxide fog"

Ionized hydrogen peroxide is a form of hydrogen peroxide that has been electrically charged to create reactive particles. This process enhances its ability to kill germs and break down contaminants, making it more effective for cleaning and disinfecting. For investors, understanding its use and effectiveness can be important when evaluating companies involved in health, sanitation, or innovative cleaning technologies.

forward-looking statements regulatory

"This press release contains forward-looking statements that are based on current expectations"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did TOMI Environmental Solutions (TOMZ) terminate its merger with Carbonium Core?

TOMI Environmental Solutions and Carbonium Core mutually ended their merger agreement after both parties concluded that proceeding with the business combination was no longer in the best strategic or financial interest of their respective stakeholders.

When was the TOMI (TOMZ) and Carbonium Core merger agreement originally signed and when was it terminated?

The definitive merger agreement between TOMI Environmental Solutions and Carbonium Core was originally dated June 28, 2026, and its termination was approved by TOMI’s Board of Directors on September 20, 2026.

Are there any termination or breakup fees related to the canceled TOMZ–Carbonium Core merger?

Under the Merger Agreement, each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, indicating no disclosed cross-party termination or breakup fee.

What does TOMI Environmental Solutions (TOMZ) say about its business outlook after canceling the merger?

CEO Dr. Halden Shane stated that TOMI has “never been in a stronger position,” citing exceptional high-margin, recurring revenue growth, a healthy pipeline and backlog, and expectations that the back half of the year should contribute to a strong 2026 for shareholders.

What strategic plans does TOMI (TOMZ) highlight following the mutual termination of the merger?

TOMI plans to focus on improving operating results, protecting what it calls its clean capital structure, and continuing to pursue strategic partnerships with major industry players to expand market reach and sales opportunities.

What products and technology does TOMI Environmental Solutions (TOMZ) provide?

TOMI provides decontamination and infection prevention solutions based on its Binary Ionization Technology (BIT), which uses low-percentage hydrogen peroxide to create ionized hydrogen peroxide (iHP) fog used in SteraMist systems across healthcare, laboratories, government, commercial, and residential settings.

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

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Available on EDGAR 09/21/2026 - 05:01 PM Accepted by SEC EDGAR 09/21/2026 - 05:00 PM Learn about SEC filing dates

EXHIBIT 99.1

TOMI Environmental Solutions Announces Mutual Termination of Merger Agreement with Carbonium Core

Frederick, MD – September 21, 2026 – 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.

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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

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Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 PRESS RELEASE 8.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.8 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB