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

FREDERICK, Md., May 8 (Bernama) -- 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.