Opening the filing
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TOMI Environmental Solutions, Inc.
8-K
Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on June 28, 2026, TOMI Environmental Solutions, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Carbonium Core, Inc., a Delaware corporation (“Carbonium”), and TOMZ Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub would merge with and into Carbonium, with Carbonium surviving as a wholly owned subsidiary of the Company.
Pursuant to Section 10.1(b) of the Merger Agreement, the Company or Carbonium may terminate the Merger Agreement by notice to the other party in the event the Merger has not been consummated before September 11, 2026. After further consideration of various factors, including the Company’s current financial condition and strategic direction, as well as new information based on additional due diligence by the Company with respect to Carbonium’s business operations and expected financial performance, both the Company and Carbonium have decided to terminate the Merger Agreement, effective as of September 15, 2026. No termination fee is payable by the Company in connection with the termination, and each party is responsible for its own fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby.