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 29, 2026 (GLOBE NEWSWIRE) -- 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.