TOMI Environmental Solutions, Inc. (NASDAQ: TOMZ) has announced the mutual termination of its previously announced merger agreement with Carbonium Core, Inc. The termination was approved by TOMI’s Board of Directors on September 20, 2026, and became effective as of September 15, 2026.
The original Agreement and Plan of Merger was executed on June 28, 2026, and was scheduled to expire on September 11, 2026. Under the terms of the agreement, the merger would have involved TOMI’s wholly owned subsidiary, TOMZ Merger Sub, Inc., merging with and into Carbonium, with Carbonium surviving as a wholly owned subsidiary of TOMI.
Both companies stated that proceeding with the business combination is no longer in the best strategic or financial interest of their respective stakeholders. According to the filing, the decision was based on further consideration of various factors, including TOMI’s current financial condition and strategic direction, as well as new information from additional due diligence regarding Carbonium’s business operations and expected financial performance.
No termination fee is payable by TOMI in connection with the termination. Each party is responsible for its own fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby.
In a statement regarding the decision, TOMI Chief Executive Officer Dr. Halden Shane noted that the company is in a strong position, driven by the global adoption of its SteraMist solution. Shane stated that the company intends to focus on driving continued improvement in operating results and protecting its clean capital structure, while pursuing strategic partnerships to expand market reach.
