TOMI Environmental Solutions, Inc. 8-K

What Happened
TOMI Environmental Solutions, Inc. (TOMZ) filed an 8‑K on June 29, 2026 disclosing a definitive Agreement and Plan of Merger dated June 28, 2026 under which TOMZ will acquire Carbonium Core, Inc. (Carbonium) through a merger of TOMZ’s wholly owned Merger Sub into Carbonium. Carbonium is a U.S. advanced‑materials company that makes ultra‑pure, nuclear‑grade graphite using a molten‑salt purification process developed with Oak Ridge National Laboratory. The closing is expected in Q3 2026, subject to customary closing conditions and required approvals.

Key Details

• Merger consideration: Carbonium stockholders will receive TOMZ common stock equal to 19.99% of TOMZ shares outstanding before closing plus a new Series C Preferred Stock; after conversion of the preferred shares, Carbonium holders will hold no less than 90% of TOMZ capital stock on a fully converted basis.
• Financing: TOMZ and Carbonium agreed to work to complete a financing that raises at least $10,000,000 in gross proceeds before closing.
• Approvals and listing matters: TOMZ will seek shareholder approval for conversion of the Series C Preferred under Nasdaq Listing Rule 5635 and for a proposed name change to “Carbonium Core, Inc.” TOMZ may also effect a reverse stock split if required to maintain Nasdaq compliance.
• Timing and conditions: Closing expected in Q3 2026 and is conditional on regulatory clearances (including HSR), accuracy of representations, completion of the financing, and other customary closing conditions. The Merger Agreement includes customary termination rights.

Why It Matters
This is a transformational deal where Carbonium’s shareholders are positioned to control roughly 90% of the combined company on a fully converted basis, which effectively results in a change of control and a planned name change. Investors should note potential dilution, the need for shareholder approvals (including Nasdaq-related approvals), a required financing of at least $10 million before closing, and the possibility of a reverse split to maintain Nasdaq listing standards. These items will affect TOMZ’s capital structure and share count and are key near‑term milestones to monitor.