TOMI Environmental Solutions (Nasdaq: TOMZ) Clarifies Previously Announced $120M Preferred Stock LOI to Merge with Carbonium Core, Entering U.S. Nuclear-Grade Graphite Market for Advanced Reactors Within a $13–15B Global Graphite Industry

Establishes domestic platform in advanced graphite, addressing a multi-billion-dollar end market underpinned by U.S. supply-chain reshoring and next-generation nuclear deployment

TOMI Environmental Solutions, Inc. and Carbonium Core, Inc. to Present at Wall Street Reporter’s Next Super Stocks Livestream May 7, 2026, at 1:00pm ET

FREDERICK, Md., May 07, 2026 (GLOBE NEWSWIRE) — TOMI Environmental Solutions, Inc.® (Nasdaq: TOMZ) (“TOMI” or the “Company”) today is providing clarification regarding its previously announced non-binding letter of intent (the “LOI”) for a merger transaction to acquire 100% of the outstanding equity of Carbonium Core, Inc. (“Carbonium Core”), a U.S.-based developer of nuclear-grade graphite for advanced reactor technologies (the “Proposed Transaction”).

Transaction Summary: TOMI provide all-stock consideration of $120 million in a combination of newly issued shares of common stock up to 19.99% of outstanding shares and newly created Series B Convertible Preferred Stock, convertible into TOMI common stock at $1.00 per share, subject to Stockholder Approval under the rules of the Nasdaq Stock Market. Targeted closing during the second quarter of 2026, subject to execution of definitive agreements and customary closing conditions.

TOMI and Carbonium Core is pleased to announce that Dr. Halden Shane, CEO of TOMI Environmental Solutions and Suren Ajjarapu, CEO of Carbonium Core will be presenting at Wall Street Reporter’s NEXT SUPER STOCK livestream event today, May 7, 2026, at 1:00 p.m. ET.

The livestream begins at 1:00 p.m. ET and will include a dedicated question-and-answer session following the event. Investors and interested parties can join the session by visiting the Wall Street Reporter conference page at https://www.wallstreetreporter.com/next-superstock-online-investor-conference/

No Offer or Solicitation

This press release does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Proposed Transaction. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

About TOMI Environmental Solutions, Inc.

TOMI Environmental Solutions, Inc.® (Nasdaq: TOMZ) is a global company specializing in disinfection and decontamination utilizing its premier SteraMist® Brand of products, a hydrogen peroxide-based mist and fog. SteraMist® is registered with the U.S. Environmental Protection Agency (EPA) and is powered by TOMI’s proprietary Binary Ionization Technology® (BIT™), a patented and registered process that uses cold plasma science to deliver a low-percentage hydrogen peroxide-based ionized Hydrogen Peroxide (iHP®) for the elimination of contaminants on surfaces and in indoor environments.

TOMI’s products and services are used across multiple end markets, including healthcare, life sciences, food safety, and commercial applications, with customers ranging from hospitals and pharmaceutical facilities to research labs, biosafety facilities, and other commercial and government entities. TOMI is headquartered in Frederick, Maryland.

For more information, visit www.tomimist.com or follow TOMI on LinkedIn.

About Carbonium Core, Inc.

Carbonium Core, Inc. is a U.S.-based advanced materials company focused on producing nuclear-grade graphite for fourth-generation reactors. Its mission is to secure a resilient, sustainable, and competitive domestic supply of this critical material through science, innovation, and responsible sourcing. Carbonium Core combines materials engineering, exclusive purification technology developed in collaboration with Oak Ridge National Laboratory, a vertically integrated mine-to-reactor supply chain, and scalable production. For more information, visit https://carboniumcore.com/.

About Wall Street Reporter NEXT SUPER STOCK livestream:

Wall Street Reporter (Est. 1843) is the leading financial news provider, focused on giving investors direct access to CEOs of promising, publicly-traded companies, and market experts. www.WallStreetReporter.com

Wall Street Reporter’s NEXT SUPER STOCK Live! conference is dedicated to featuring select companies that have near-term catalysts in place which can drive transformational growth (and stock appreciation) in the months ahead. Click here to join the next livestream event: https://www.wallstreetreporter.com/next-superstock-online-investor-conference/

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things, statements regarding the anticipated timing, proposed terms, and the Company’s ability to consummate the Proposed Transaction with Carbonium Core; the anticipated benefits of the Proposed Transaction; the size and growth of the relevant end markets; the Company’s market position and market opportunity; and expectations and plans regarding product development, manufacturing, and commercialization. These statements are based on TOMI’s current expectations, estimates, and projections regarding its business, operations, and other factors, and are subject to known and unknown risks, uncertainties, and assumptions. References to third-party industry estimates regarding the size of the global graphite and synthetic graphite markets reflect estimates produced by independent research providers, are inherently uncertain, and may differ materially across sources. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such words. Investors should not place undue reliance on forward-looking statements. Actual results may differ materially as a result of various factors, including uncertainties inherent in the negotiation of business transactions, the ability to satisfy closing conditions (including Stockholder Approval), and other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances after the date hereof, except as required by law.

Contacts

TOMI Investor Relations

IMS Investor Relations
tomz@imsinvestorrelations.com