TOMI Environmental Solutions, Inc. (TOMZ) has provided additional details on its previously announced non-binding letter of intent to acquire 100% of Carbonium Core, a U.S. developer of nuclear-grade graphite used in next-generation advanced reactors.
Under the proposed structure, TOMI would issue $120 million in all-stock consideration, consisting of newly issued common shares-up to 19.99% of outstanding shares- and a new Series B Convertible Preferred Stock, which converts into TOMI common stock at $1.00 per share, subject to shareholder approval under Nasdaq rules.The companies are targeting a second-quarter 2026 closing, pending definitive agreements and customary conditions.
The merger would establish a domestic platform in the nuclear-grade graphite market, a sector supported by U.S. supply-chain reshoring and the growth of advanced reactor technologies. Carbonium Core's capabilities include materials engineering, exclusive purification technology developed with Oak Ridge National Laboratory, and a vertically integrated mine-to-reactor supply chain.
TOMI and Carbonium Core leadership will present the transaction at the Wall Street Reporter's NEXT SUPER STOCK livestream on May 7, 2026, at 1:00 p.m.
TOMI emphasized that the announcement does not constitute an offer to sell or solicit securities, and any offering would occur only through a compliant prospectus or exemption under U.S. securities law.
The company is scheduled to report its first-quarter 2026 financial results on May 8, 2026, after the market close at 4:00 p.m. ET.
TOMZ has traded between $0.50 and $1.20 over the past year. The stock closed Wednesday's trading at $0.65, down 3.92%. In pre-market trading the stock is at $0.63, down 3.07%.
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