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TOMI Environmental (NASDAQ: TOMZ) plans Carbonium Core merger; new holders to own 90%

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TOMI Environmental Solutions plans to merge with Carbonium Core, a U.S. developer of graphite and rare earth metals for advanced nuclear and critical infrastructure markets. Under the merger agreement, and after required stockholder approval, former Carbonium shareholders are expected to own about 90% of the combined company’s common stock.

The deal is targeted to close in the third quarter of 2026, subject to conditions including at least $10 million in financing and approval of a Nasdaq listing application. TOMI highlights the transaction as a strategic move into nuclear energy materials, with potential benefits such as entry into a high‑growth sector, stronger access to capital, improved Nasdaq compliance, and technology integration between Carbonium’s materials and TOMI’s disinfection and biosafety platforms.

Positive

  • The merger is expected to reposition TOMI as a participant in advanced nuclear energy and critical materials, targeting nuclear-grade graphite and rare earth supply chains viewed as strategically important.
  • Management cites potential benefits including entry into a high‑growth energy sector, improved access to capital, a stronger balance sheet, and a path to regaining compliance with Nasdaq listing requirements.

Negative

  • After stockholder approval, former Carbonium Core shareholders are expected to own approximately 90% of the combined company’s common stock, implying substantial dilution and a major shift in control for current TOMI shareholders.
  • Closing is conditioned on external factors such as completing at least $10 million of financing and obtaining Nasdaq listing approval, creating execution risk around whether and when the merger is completed.

Insights

Merger shifts TOMI into nuclear materials, with major ownership change and financing risk.

The planned merger would effectively turn TOMI into a vehicle for Carbonium Core, as Carbonium shareholders are expected to hold about 90% of the combined common stock after stockholder approval. This represents a substantial change in control and a strategic pivot from TOMI’s existing decontamination focus toward nuclear-grade graphite and critical materials.

The transaction’s rationale centers on demand for advanced nuclear reactors, AI-driven power needs, and domestic critical materials supply chains, areas management characterizes as long-term growth opportunities. Expected benefits include entry into a new energy sector, stronger balance sheet potential, and restored Nasdaq compliance, though these are framed as expectations rather than quantified outcomes.

Completion is contingent on several factors, notably a minimum $10 million financing and Nasdaq listing approval, introducing execution risk. Until closing and subsequent integration progress are reported, the ultimate financial impact for existing TOMI shareholders remains dependent on Carbonium’s ability to commercialize its technology and secure customers in nuclear, defense, and industrial markets.

Post-merger ownership 90% of common stock Expected stake held by former Carbonium shareholders after TOMI stockholder approval
Financing condition $10 million Minimum financing required to close the merger
Target closing period Third quarter of 2026 Expected closing timeframe for the TOMI–Carbonium merger
Nasdaq Listing Rule 5635(d) Share issuance limit Caps TOMI common shares issued at closing without prior stockholder approval
nuclear-grade graphite financial
"The combined company intends to pursue a leadership position in the domestic production of nuclear-grade graphite and other critical materials"
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.
rare earth metals financial
"Carbonium Core, Inc., a U.S.-based development company that manufactures graphite and rare earth metals for advanced nuclear, defense, and critical infrastructure applications"
Rare earth metals are a set of 17 naturally occurring elements used as key ingredients in many modern technologies—like magnets in electric motors, components in smartphones, and catalysts in clean-energy devices. They matter to investors because supply is concentrated, processing is complex, and shortages or trade restrictions can sharply change prices and profits for miners, manufacturers and technology companies; think of them as specialty spices that can make or break a recipe.
Nasdaq Listing Rule 5635(d) regulatory
"will not exceed the maximum number of shares permitted to be issued without stockholder approval under Nasdaq Listing Rule 5635(d)"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
Preferred Stock financial
"shares of a newly created series of non-voting Preferred Stock (the “Preferred 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.
vertically integrated financial
"pursuing a vertically integrated strategy that includes feedstock sourcing, purification, graphitization, shaping, and delivery"
Vertically integrated describes a company that owns and controls multiple steps in making and selling its products or services — for example sourcing raw materials, manufacturing, and distribution. Like a bakery that grows its own wheat, mills the flour, bakes the bread and runs the shops, this setup can lower costs, improve quality and speed to market and protect profit margins, but it also requires more capital and can reduce flexibility.

FAQ

What did TOMI Environmental Solutions (TOMZ) announce regarding Carbonium Core?
TOMI Environmental Solutions announced a definitive merger agreement with Carbonium Core, a U.S. developer of graphite and rare earth metals. The combined company will focus on advanced nuclear energy, defense, and critical infrastructure materials, expanding beyond TOMI’s existing decontamination and disinfection business lines.

How will ownership of TOMI change after the Carbonium Core merger?
After TOMI stockholder approval under Nasdaq Listing Rule 5635(d), former Carbonium Core shareholders are expected to own about 90% of the combined company’s common stock. This significantly shifts economic interest and control from current TOMI shareholders to the incoming Carbonium investor base.

What conditions must be satisfied for the TOMI–Carbonium merger to close?
Closing is targeted for the third quarter of 2026 and depends on several conditions. These include completing at least $10 million of financing, securing approval of a Nasdaq listing application, and obtaining TOMI stockholder approval needed for conversion of new preferred shares into common stock.

How does the Carbonium Core merger change TOMI’s business strategy?
The merger would pivot TOMI from solely decontamination and disinfection solutions toward nuclear-grade graphite and critical materials. Management plans to target advanced reactor developers, defense contractors, and industrial customers, while also exploring integration of Carbonium’s materials into TOMI’s robotics and biosafety platforms.

Why do TOMI and Carbonium emphasize nuclear-grade graphite and rare earth materials?
They describe nuclear-grade graphite and rare earth materials as specialized inputs for advanced reactors, defense, and critical infrastructure. Management highlights growing electricity demand from AI, data centers, and electrification, and aims to build a secure domestic supply chain currently dominated by foreign producers.

What potential benefits does TOMI highlight for its shareholders from the merger?
TOMI cites potential benefits such as entry into a high‑growth nuclear energy sector, opportunities for significant revenue growth, a stronger balance sheet, and regained Nasdaq compliance. The company also expects cross‑platform technology integration using Carbonium’s materials within TOMI’s disinfection robotics and biosafety drones.

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

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EXHIBIT 99.1

 

TOMI Environmental Solutions Announces Definitive Agreement to Merge with Carbonium Core

 

Transaction will create a public market pure-play on America’s nuclear renaissance, positioned at the intersection of AI-driven power demand, advanced nuclear reactors, and domestic critical materials production

 

 

FREDERICK, Md. June 29th -- TOMI Environmental Solutions, Inc. (NASDAQ: TOMZ) (“TOMI”) today announced that it has entered into an Agreement and Plan of Merger (“Merger Agreement) with Carbonium Core, Inc., a U.S.-based development company that manufactures graphite and rare earth metals for advanced nuclear, defense, and critical infrastructure applications.

 

Pursuant to the Merger Agreement and subject to the satisfaction of certain conditions, shareholders of Carbonium will receive, pro rata in proportion to their respective stock ownership, (i) shares of TOMI’s common stock issued at closing in an amount that will not exceed the maximum number of shares permitted to be issued without stockholder approval under Nasdaq Listing Rule 5635(d), and (ii) shares of a newly created series of non-voting Preferred Stock (the “Preferred Stock”). Upon receipt of the approval of TOMI’s stockholders as required by Nasdaq Listing Rule 5635(d), the Preferred Stock will convert into shares of common stock such that, together with the shares of common stock issued at closing, the former stockholders of Carbonium will own approximately 90% of outstanding shares of common stock of the combined company. The transaction is expected to close during the third quarter of 2026, subject to closing conditions, including completion of a financing of at least $10 million and approval of NASDAQ listing application.

 

The transaction will transform Carbonium into a publicly traded company focused on one of the most strategically important supply chains supporting the next generation of nuclear energy infrastructure.

 

The transaction is expected to enhance TOMI’s financial condition and drive significant value for TOMI’s shareholders, including the following benefits:

 

 

·

 Strategic Entry into High-Growth Energy Sector: The merger will expand TOMI’s business platform to serve nuclear energy infrastructure supported by U.S. government.

 

 

 

 

·

 Positioned To Drive Significant Revenue Growth: The combined company is positioned to drive significant growth and scale by addressing a large and growing market for nuclear-grade graphite and critical materials.

 

 

 

 

·

 Stronger Balance Sheet and NASDAQ Listing Compliance: The transaction will facilitate TOMI’s ability to raise capital efficiently and improve its cash position, while enabling TOMI to regain compliance with NASDAQ listing requirements.

 

 

 

 

·

 Cross-Platform Technology Integration: The transaction is expected to enable TOMI to leverage Carbonium’s materials across its existing product lines, including incorporating carbonium graphene into TOMI’s disinfection robotics platforms and redesigning its biosafety drones to utilize carbonium core, graphene, and lithium components.

 

 
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The combined company intends to pursue a leadership position in the domestic production of nuclear-grade graphite and other critical materials required for many advanced reactor designs currently under development in the United States and internationally.

 

The transaction comes at a time when demand for reliable, carbon-free baseload power is accelerating as artificial intelligence, hyperscale data centers, advanced manufacturing, and electrification drive unprecedented growth in electricity consumption. Governments and industry leaders increasingly view advanced nuclear energy as a critical component of future energy systems.

 

Carbonium Core’s strategy is centered on building a secure domestic supply chain for nuclear-grade graphite and rare earth materials, specialized inputs currently dominated by foreign producers. The company believes its combination of domestic feedstock resources, proprietary purification technology licensed from Oak Ridge National Laboratory, and vertically integrated production capabilities positions it to address a significant gap in the U.S. critical materials supply chain.

 

“This transaction represents the beginning of an exciting new chapter,” said Dr. Halden Shane, Chief Executive Officer of TOMI Environmental Solutions. “The world is entering a period of extraordinary demand for energy infrastructure. Advanced nuclear power is increasingly recognized as a key solution, and Carbonium Core is positioning itself to become a critical supplier to that ecosystem.”

 

Management believes the nuclear sector is entering a multi-decade growth cycle driven by energy security concerns, artificial intelligence infrastructure buildout, industrial reshoring, and government support for domestic critical materials production.

 

According to industry forecasts, hundreds of advanced reactors are expected to be deployed globally over the coming decades, creating substantial demand for specialized nuclear materials. Carbonium Core intends to pursue opportunities with reactor developers, government agencies, defense contractors, and industrial customers seeking reliable domestic sources of nuclear-grade graphite and related critical materials.

 

“The United States is making significant investments in energy independence and advanced nuclear technologies,” added Shane. “We believe Carbonium Core’s strategy aligns directly with these national priorities. Our objective is to build a company that can participate in what may become one of the most important industrial growth opportunities of the next twenty years.”

 

“Becoming a public company marks a defining step in our mission to rebuild a critical materials supply chain that the United States cannot afford to leave in foreign hands,” said Suren Ajjarapu, Chairman and Chief Executive Officer of Carbonium Core. “Nuclear-grade graphite is irreplaceable in the advanced reactors now being deployed to power AI, data centers, and reindustrialization — yet today it is overwhelmingly sourced abroad. By combining domestic feedstock, our purification technology licensed from Oak Ridge National Laboratory, and a fully integrated production model, we intend to close that gap and serve as a reliable domestic source for reactor developers, defense, and industry. Partnering with TOMI and accessing the public markets gives us the platform and capital to move from development toward commercial scale.”

 

The combined company plans to advance commercialization efforts, pursue strategic partnerships, expand intellectual property development, and evaluate opportunities to support emerging advanced reactor programs throughout North America and international markets.

 

 
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About Carbonium Core

 

Carbonium Core, Inc. is a U.S.-based development company focused on the domestic manufacture of graphite and rare earth metals for advanced reactor, defense, aerospace, and critical infrastructure markets. The company is pursuing a vertically integrated strategy that includes feedstock sourcing, purification, graphitization, shaping, and delivery of high-performance materials for next-generation energy applications.

 

For additional information, please visit https://carboniumcore.com or contact us at https://carboniumcore.com

 

About TOMI Environmental Solutions

 

TOMI Environmental Solutions, Inc. (NASDAQ: TOMZ) is a global provider of decontamination, disinfection, and environmental solutions. Following the completion of the Carbonium Core transaction, the combined company intends to pursue opportunities in advanced nuclear materials and critical infrastructure supply chains while continuing to evaluate strategic opportunities across its existing businesses.

 

For additional information, please visit www.steramist.com or contact us at info@tomimist.com

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including statements regarding the merger between TOMI and Carbonium and expected closing date; benefits to TOMI shareholders; Carbonium’s business opportunities; industry forecast and growth expectation. Forward-looking statements can often be identified by words such as anticipates, intends, plans, believes, expects, may, will, and similar expressions. Actual results may differ materially from those projected due to a variety of risks and uncertainties, including the ability to complete financing for the merger, the pace of advanced reactor deployment, the combined company’s ability to develop and scale manufacturing capabilities, compliance with NASDAQ listing application, and competition, regulatory developments, and general economic and market conditions. These statements speak only as of the date of this release, and the company undertakes no obligation to update them except as required by law.

 

 

Media and Investor Contact:

John Nesbett/Zach Nevas

IMS Investor Relations

tomi@imsinvestorrelations.com

 

 

 
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Source: View Original Filing on SEC EDGAR

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