TOMZ 8-K
TOMI Environmental Solutions, Inc. (TOMZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on June 28, 2026, TOMI Environmental Solutions, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Carbonium Core, Inc., a Delaware corporation (“Carbonium”), and TOMZ Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub would merge with and into Carbonium, with Carbonium surviving as a wholly owned subsidiary of the Company.
Pursuant to Section 10.1(b) of the Merger Agreement, the Company or Carbonium may terminate the Merger Agreement by notice to the other party in the event the Merger has not been consummated before September 11, 2026. After further consideration of various factors, including the Company’s current financial condition and strategic direction, as well as new information based on additional due diligence by the Company with respect to Carbonium’s business operations and expected financial performance, both the Company and Carbonium have decided to terminate the Merger Agreement, effective as of September 15, 2026. No termination fee is payable by the Company in connection with the termination, and each party is responsible for its own fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2026, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 21, 2026, the Company issued a press release relating to the items discussed in Item 1.02 of this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
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104* |
| Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 21, 2026 | TOMI ENVIRONMENTAL SOLUTIONS, INC. |
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| By: | /s/ Halden S. Shane |
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| Name: | Halden S. Shane |
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| Title: | Chief Executive Officer |
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EXHIBIT 99.1
TOMI Environmental Solutions Announces Mutual Termination of Merger Agreement with Carbonium Core
Frederick, MD – September 21, 2026 – TOMI Environmental Solutions, Inc.® (“TOMI”) (NASDAQ: TOMZ), a global leader in disinfection and decontamination solutions, and Carbonium Core, Inc. (“Carbonium”), today announced that they have mutually agreed to terminate their previously announced definitive merger agreement, orginally dated June 28, 2026.
The decision to terminate the agreement was approved by TOMI’s Board of Directors on September 20, 2026. Both parties concluded that proceeding with the business combination is no longer in the best strategic or financial interest of their respective stakeholders.
Pursuant to the Merger Agreement, each party is responsible for its own fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby.
Dr. Halden Shane, CEO of TOMI Environmental Solutions commented, “TOMI has never been in a stronger position. Driven by the global adoption of our SteraMist solution, our business is delivering exceptional high-margin, recurring revenue growth and a healthy pipeline. Walking away cleanly from this transaction is in the best interest of our shareholders as we can now put refreshed focus on driving continued improvement in our operating results while protecting our clean capital structure. With our healthy backlog, the back half of the year should contribute to a strong 2026 for shareholders. In addition, we continue to pursue strategic partnerships with major players in our industry to expand market reach and sales opportunities.”
About TOMI™ Environmental Solutions, Inc.: Innovating for a safer world®
TOMI™ Environmental Solutions, Inc. (NASDAQ: TOMZ) is a global decontamination and infection prevention company providing environmental disinfection and bio-decontamination solutions through manufacturing, sales, and licensing of its Binary Ionization Technology® (BIT®) platform. Developed under a defense grant with DARPA, BIT® utilizes low-percentage hydrogen peroxide to produce ionized hydrogen peroxide (iHP®) fog. SteraMist® products serve hospitals, laboratories, government and military installations, cruise ships, office buildings, schools, restaurants, food processing facilities, and residences, delivering protection against a broad range of bacteria, viruses, mold, mycotoxins, and biological and chemical warfare agents. For additional information, please visit https://www.steramist.com or contact us at [email protected].
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Forward-Looking Statements
This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated product performance. These forward looking statements include expectations regarding operating results and backlogs. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, our ability to acquire new customers and expands sales; our ability to maintain and manage growth and generate sales, our reliance on a single or a few products for a majority of revenues; the general business and economic conditions; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed by us with the SEC and other periodic reports we filed with the SEC. The information provided in this document is based upon the facts and circumstances known at this time. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and we undertake no duty to update such information, except as required under applicable law.
INVESTOR RELATIONS CONTACT:
John Nesbett/Zach Nevas
IMS Investor Relations
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