Tomi Environmental enters letter of intent to merge with Carbonium Core

Tomi Environmental Solutions (TOMZ) announced that it has executed a non-binding letter of intent to merge with Carbonium Core, a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies. A to-be-created wholly-owned subsidiary of the company will merge with Carbonium Core, such that Carbonium Core will become a wholly owned subsidiary of the company. The former Carbonium Core stockholders will receive, as merger consideration, shares of Tomi common stock equal to 19.99% of the company’s outstanding shares of common stock as of immediately prior to the merger and shares of a newly created series of preferred stock of the company, convert into Tomi common stock upon stockholder approval. With the shares of TOMI common stock and the newly created preferred stock, the enterprise valuation of Carbonium Core will be in the amount of $120M as of the date of the LOI, subject to further due diligence. The merger is subject to execution of definitive agreements and customary closing conditions. Aggregate consideration to be paid by Tomi to Carbonium Core consists of shares of common stock and a newly created series of preferred stock of Tomi with an aggregate stated and liquidation value of $120M. An independent valuation analysis conducted in November 2025 valued Carbonium’s business at $990M. The preferred stock will be convertible into shares of Tomi common stock subject to receipt of stockholder approval in accordance with the rules of the Nasdaq Stock Market. The preferred stock will not carry voting rights. The parties currently expect to negotiate and execute definitive agreements for the proposed transaction during the second quarter 2026, subject to extension by mutual agreement. Carbonium Core has agreed to a 45-day exclusivity period during which it will not solicit or engage in discussions regarding alternative transactions. Completion of the proposed transaction remains subject to satisfactory due diligence, execution of definitive agreements, receipt of required approvals, and other customary closing conditions. There can be no assurance that definitive agreements will be executed, that the proposed transaction will be consummated on the terms described herein or at all, or as to the timing or final terms of any transaction. Either party may terminate the LOI under customary circumstances, including failure to complete due diligence or by mutual written consent, without break-up fees.