TOMI Environmental Solutions, Inc.

Current report

The Proposed Transaction with Carbonium Core may not be completed and may not achieve the anticipated benefits.

Current report

We generated a net loss of approximately $3.7 million and $4.5 million for the years ended December 31, 2025 and 2024, respectively. We also had an accumulated deficit of $58.1 million as of December 31, 2025. Prior to 2020, we did not generate any profit from our business operations.

Current report

On April 30, 2026, the Company executed a non-binding LOI to negotiate a reverse triangular merger with Carbonium Core, a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies. Under the terms of the LOI, TOMI would provide all-stock consideration consisting of newly issued shares of Common Stock equal to 19.99% of the Company’s outstanding shares immediately prior to the proposed merger transaction, and shares of a newly created Series B Convertible Preferred Stock convertible into TOMI Common Stock upon stockholder approval, together implying an enterprise valuation of Carbonium Core of $120 million. The proposed merger transaction is subject to execution of definitive agreements and customary closing conditions, including stockholder approval under Nasdaq rules, and if approved, Carbonium Core would become a wholly owned subsidiary of TOMI. Following the consummation of the Proposed Transaction and stockholder approval, the combined company would be controlled by the equity holders of Carbonium Core, and Carbonium Core’s management would assume a significant, and potentially controlling, role in the operation of the combined business. There can be no assurance that the Proposed Transaction will be completed.

Current report

If we are unable to consummate the Proposed Transaction, we may not realize the anticipated strategic, operational, and financial benefits of the transaction, which could materially and adversely affect our business, financial condition, and results of operations. In such event, we would remain solely responsible for executing our existing business plan, which has historically resulted in recurring losses and negative cash flows, and we may be required to seek alternative sources of capital or strategic transactions, which may not be available on favorable terms, if at all.

Current report

Even if the Proposed Transaction is completed, the combined company may not achieve the expected benefits of the transaction or perform as expected. The change of control resulting from the Proposed Transaction could result in disruptions to our business, which could materially and adversely affect the combined company’s business, financial condition, and results of operations.

Current report

Nasdaq may not approve any listing application for the combined company and, if the parties waive the Nasdaq closing condition and proceed with the Proposed Transaction, we may be subject to delisting.

Current report

In connection with the Proposed Transaction, which would constitute a “change of control” under Nasdaq Listing Rule 5110(a), we will be required, pursuant to Nasdaq’s “reverse merger” rules, to use our reasonable best efforts to file an initial listing application for our common stock on Nasdaq (the “Nasdaq Listing Application”). The Nasdaq Listing Application must be conditionally approved prior to the date of our stockholder meeting to approve the Company matters related to the Proposed Transaction. In the event the application is not accepted by Nasdaq and the parties waive the Nasdaq closing condition and proceed with the Proposed Transaction, the combined company will be subject to delisting proceedings and could be delisted. If our common stock loses their status on The Nasdaq Capital Market, we believe that our shares would likely be eligible to be quoted on the inter-dealer electronic quotation and trading system operated by OTC Markets Group Inc., such as the OTC Pink marketplace and now known as the OTCQB market. These markets are generally considered not to be as efficient as, and not as broad as, The Nasdaq Capital Market. If our common stock is delisted, this would, among other things, substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us. Additionally, the value of your shares may be materially adversely affected, and holders of our common stock would find it more difficult to buy and sell such shares.

Current report

We may not be able to maintain compliance with Nasdaq’s listing standards, which could limit shareholders’ ability to trade our common stock.

Current report

As a listed company on Nasdaq, we are required to meet certain financial, public float, bid price, and liquidity standards on an ongoing basis. If we fail to meet these continued listing requirements, our common stock may be subject to delisting, which may materially impact our liquidity and make it more challenging for shareholders to buy and sell our shares.

Current report

We are currently subject to two concurrent Nasdaq deficiency proceedings. On November 17, 2025, we received a deficiency notice that our closing bid price had been below the minimum $1.00 per share requirement (Nasdaq Listing Rule 5550(a)(2)) for 30 consecutive business days. We have until May 18, 2026, to regain compliance, which may include a potential reverse stock split subject to shareholder approval.

Current report

Additionally, as of March 31, 2026, the Company's total stockholders' equity of $550 is below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1) (the “Minimum Equity Requirement”). On November 21, 2025, the Company received a deficiency letter from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market notifying the Company that, based on its Form 10-Q for the period ended September 30, 2025, which reported stockholders' equity of $2,206,482, the Company no longer complies with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1), and that the Company does not meet the alternatives of market value of listed securities or net income from continuing operations. We submitted a compliance plan within the required 45-day period; if accepted, Nasdaq may grant an extension of up to 180 days from November 21, 2025.

Current report

If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Common Stock, and the Common Stock will be subject to delisting. At that time, the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

Current report

In the event that we are unsuccessful in demonstrating compliance with Nasdaq Listing Rule 5550(b)(1) by the deadline of May 18, 2026 or to evidence compliance with such rule in our Quarterly Report for the quarter ended March 31, 2026, or we are unable to regain compliance with Nasdaq Listing Rule 5550(a)(2) by the end of the 180-day period on May 18, 2026 and either fail to qualify for the second 180-day compliance period or fail to regain compliance during the second 180-day period, and we are unsuccessful in appealing a resulting delisting determination to a Hearings Panel, we will be delisted from Nasdaq, and the value of your shares may be materially adversely affected, which would impair your ability to sell or purchase your shares when you wish to do so.