TOMI Environmental Solutions, Inc. (TOMZ) has entered into a Merger Agreement to acquire Carbonium Core, Inc. through its subsidiary, TOMZ Merger Sub, Inc. Carbonium Core specializes in producing ultra-pure, nuclear-grade graphite for fourth-generation reactors using proprietary molten-salt purification technology. Upon closing, Carbonium shareholders will receive TOMZ common stock (up to 19.99% of outstanding shares) and Series C Preferred Stock, which will convert to give Carbonium shareholders approximately 90% ownership of the combined company on a fully converted basis. The transaction is expected to close in the third quarter of 2026, subject to closing conditions including a financing of at least $10 million and Nasdaq approval. The combined company plans to change its name to Carbonium Core, Inc. and will seek shareholder approval for the name change and the conversion of Series C Preferred Stock. TOMZ will also consider a reverse stock split to maintain Nasdaq listing compliance. The companies will work together to arrange a financing transaction of at least $10,000,000 prior to closing.