Business Context and Reporting Period
This Form 8-K Current Report, dated June 28, 2026, details a material definitive agreement entered into by TOMI Environmental Solutions, Inc. (TOMZ), a Florida corporation. The filing announces the execution of a Merger Agreement with Carbonium Core, Inc., a U.S.-based advanced materials company specializing in ultra-pure, nuclear-grade graphite for fourth-generation reactors.
Key Financial Metrics and Transaction Structure
The filing does not provide historical revenue, profit, cash flow, or debt metrics for TOMZ or Carbonium. The financial terms of the transaction are structured as follows:
- Merger Consideration: Carbonium stockholders will receive (i) TOMZ common stock equal to 19.99% of outstanding shares immediately prior to closing, and (ii) a newly designated Series C Preferred Stock.
- Ownership Threshold: The aggregate consideration is calculated so that, upon conversion of Series C Preferred Stock, Carbonium stockholders will hold no less than 90% of TOMZ capital stock on a fully converted basis.
- Financing Requirement: The parties agreed to arrange a financing transaction resulting in gross proceeds of not less than $10,000,000 to TOMZ prior to closing.
- Post-Closing Actions: TOMZ plans to seek shareholder approval for the conversion of Series C Preferred Stock and a name change to "Carbonium Core, Inc." A reverse stock split may also be effected to maintain Nasdaq listing compliance.
Material Changes and Outlook
The primary material change is the strategic pivot via acquisition of Carbonium. The transaction is expected to close during the third quarter of 2026, subject to customary conditions including shareholder approval, HSR Act waiting periods, and the completion of the $10 million financing transaction. Following the merger, Carbonium will become a wholly owned subsidiary, and TOMZ intends to rebrand as Carbonium Core, Inc.
Risks, Contingencies, and Management Commentary
The transaction is subject to several risks and contingencies:
- Termination Rights: The agreement may be terminated by mutual consent, if the merger is not consummated by the End Date, upon uncured breaches, or if TOMZ common stock is delisted from Nasdaq prior to closing.
- Regulatory and Listing Constraints: Conversion of Series C Preferred Stock is limited by Nasdaq Listing Rule 5635 until shareholder approval is obtained. A reverse stock split is contingent on Nasdaq requirements.
- Forward-Looking Statements: The press release associated with this filing contains forward-looking statements regarding projects and financial performance, which are subject to risks and uncertainties that could cause actual results to differ materially.
Investor Verification Checklist
- Verify the definitive Merger Agreement (Exhibit 2.1) for specific termination fees and detailed closing conditions.
- Confirm the status of the required $10,000,000 financing transaction prior to the expected Q3 2026 closing.
- Monitor shareholder voting results for the Series C Preferred Stock conversion and the corporate name change.
- Review the impact of the potential reverse stock split on existing share counts and liquidity.
- Assess the regulatory approval status under the HSR Act and any other required governmental clearances.