TOMI Environmental to merge with Carbonium Core subject to $10M financing
TOMI Environmental Solutions announced a definitive agreement to merge with Carbonium Core, a U.S.-based producer of graphite and rare earth metals. The transaction, expected to close in Q3 2026, is subject to securing at least $10 million in financing and NASDAQ approval. Carbonium shareholders will own approximately 90% of the combined company, which will focus on nuclear energy infrastructure supply chains.

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TOMI Environmental Solutions is set to merge with Carbonium Core, a graphite and rare earth metals producer, in a transaction that will shift ownership to Carbonium's shareholders. The deal is contingent upon securing at least $10 million in financing and gaining approval for a NASDAQ listing. The merger is anticipated to close during the third quarter of 2026, transforming Carbonium into a publicly traded entity focused on nuclear energy infrastructure supply chains.
Under the terms of the Merger Agreement, Carbonium shareholders will receive shares of TOMI’s common stock and a newly created series of non-voting Preferred Stock. Following approval from TOMI’s stockholders as required by Nasdaq Listing Rule 5635(d), the Preferred Stock will convert into common stock. This conversion will result in former Carbonium shareholders owning approximately 90% of the outstanding shares of the combined company.
The transaction is designed to enhance TOMI’s financial condition and drive value for its shareholders by expanding into the high-growth energy sector. The combined company aims to leverage Carbonium's materials across TOMI's existing product lines, including the integration of carbonium graphene into disinfection robotics platforms and the redesign of biosafety drones to utilize carbonium core, graphene, and lithium components.
Strategically, the merger positions the combined entity to pursue a leadership role in the domestic production of nuclear-grade graphite and critical materials. Carbonium Core's strategy relies on domestic feedstock resources and proprietary purification technology licensed from Oak Ridge National Laboratory. The company intends to address supply chain gaps currently dominated by foreign producers, targeting reactor developers, government agencies, and defense contractors.
Management cited the accelerating demand for reliable, carbon-free baseload power, driven by artificial intelligence, hyperscale data centers, and electrification, as a key driver for the merger. "Advanced nuclear power is increasingly recognized as a key solution, and Carbonium Core is positioning itself to become a critical supplier to that ecosystem," said Dr. Halden Shane, Chief Executive Officer of TOMI Environmental Solutions.
Suren Ajjarapu, Chairman and Chief Executive Officer of Carbonium Core, emphasized the importance of domestic production. "Nuclear-grade graphite is irreplaceable in the advanced reactors now being deployed to power AI, data centers, and reindustrialization — yet today it is overwhelmingly sourced abroad," Ajjarapu stated. The combined company plans to advance commercialization efforts and expand intellectual property development to support emerging advanced reactor programs in North America and international markets.
What are the primary risks associated with securing the required $10 million in financing and NASDAQ approval before the Q3 2026 closing target?
How will the combined entity compete with established foreign suppliers to capture significant market share in the nuclear-grade graphite sector?
What specific revenue synergies are expected from integrating carbonium graphene into TOMI's existing disinfection robotics and drone platforms?


























