TOMI Environmental Solutions, Inc.

Current report

On May 19, 2026, the Company received a letter from the Staff notifying the Company that, because it failed to regain compliance with each of the Bid Price Requirement and Minimum Equity Requirement, the Common Stock will be delisted from Nasdaq. The Company appealed the Staff’s delisting determination to a Nasdaq Hearings Panel, which stayed any further delisting action through the hearing and any extension the Hearings Panel may grant. On June 30, 2026, a hearing was held before the Nasdaq Hearings Panel and the Company is currently awaiting the Nasdaq Hearings Panel’s decision.

Current report

We may not complete the proposed Merger within the time frame we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations.

Current report

The proposed Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond our control. The Closing is expected to take place during the third quarter of 2026, subject to the satisfaction or waiver of the closing conditions under the Merger Agreement. There can be no assurance that the Merger will be completed. If the Merger is not completed for any reason, our ongoing business may be materially adversely affected, and we would be subject to a number of risks, including the following:

Current report

If the Merger is not consummated, the risks described above may materialize, and they may have a material adverse effect on our business operations, financial results and stock price, particularly to the extent that the current market price of our Common Stock reflects an assumption that the Merger will be completed.

Previous report

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

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.