UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2026, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 21, 2026, the Company issued a press release relating to the items discussed in Item 1.02 of this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
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104* |
| Cover Page Interactive Data File (formatted as Inline XBRL) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 21, 2026 | TOMI ENVIRONMENTAL SOLUTIONS, INC. |
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| By: | /s/ Halden S. Shane |
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| Name: | Halden S. Shane |
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| Title: | Chief Executive Officer |
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