TOMI Environmental Ends Merger Agreement with Carbonium

What Happened

• TOMI Environmental Solutions, Inc. (TOMZ) announced it has terminated the Agreement and Plan of Merger with Carbonium Core, Inc., originally entered into on June 28, 2026. The termination is effective September 15, 2026. Under the Merger Agreement, TOMZ Merger Sub, Inc. (a wholly owned TOMZ subsidiary) would have merged into Carbonium, with Carbonium becoming a TOMZ subsidiary. The company cited its current financial condition, strategic direction, and new information from additional due diligence as reasons for the decision. No termination fee is payable by TOMZ; each party will bear its own fees and expenses. TOMZ issued a press release on September 21, 2026 regarding the termination.

Key Details

• Merger Agreement date: June 28, 2026 (previously filed as Exhibit 2.1 to TOMZ’s June 29, 2026 Form 8-K).
• Termination effective date: September 15, 2026.
• Financial impact: No termination fee payable by TOMZ; each party responsible for its own costs.
• Disclosure: Press release filed as Exhibit 99.1 to the September 21, 2026 Form 8-K.

Why It Matters

• The announced merger will not proceed, so any expected strategic, operational, or financial benefits from the planned acquisition of Carbonium will not materialize. For investors, this means TOMZ will continue independently and may need to pursue alternative strategic actions. The filing indicates no immediate cash penalty to TOMZ for terminating the deal, but both parties will absorb their own transaction costs. Monitor future TOMZ disclosures for revised strategy, potential alternative acquisitions, or updates to financial guidance.