TOMI’s Nuclear Gambit: A Bold Pivot to Power the AI Revolution

FREDERICK, MD – June 29, 2026 – In a strategic pivot that signals a seismic shift in corporate identity, TOMI Environmental Solutions (NASDAQ: TOMZ) today announced a definitive merger with Carbonium Core, Inc., a development company focused on manufacturing nuclear-grade graphite. The move effectively transforms TOMI from a provider of specialized disinfection systems into a pure-play bet on the critical materials supply chain powering the next generation of nuclear energy—an industry experiencing a renaissance fueled by the voracious energy demands of artificial intelligence.

For a small-cap company facing financial headwinds and a potential NASDAQ delisting, this is more than a merger; it's a radical reinvention. By combining with Carbonium Core, TOMI is shedding its old skin to address one of the most pressing strategic challenges of our time: securing the domestic raw materials needed to build a carbon-free energy future capable of supporting unprecedented technological growth.

A Lifeline and a Launchpad

To understand the magnitude of this transaction, one must look at TOMI’s recent trajectory. The company, known for its SteraMist disinfection technology, has been navigating turbulent financial waters. With a market capitalization hovering under $20 million, TOMI reported a 27% year-over-year revenue decline for its 2025 fiscal year and a net loss of over $3.7 million. More critically, on May 20, 2026, the company received a delisting notice from NASDAQ for failing to maintain a minimum stock price and stockholders' equity, an existential threat for a publicly traded firm.

The merger with Carbonium Core is structured as both a lifeline and a launchpad. While the press release touts strategic entry into a high-growth sector, the deal's mechanics reveal a reverse-merger-style takeover. Upon completion, former Carbonium stockholders will own approximately 90% of the combined company. This massive dilution for existing TOMI shareholders is the price for survival and a stake in a far larger, more strategically relevant enterprise. The transaction is contingent on raising at least $10 million in new financing and securing NASDAQ's approval for the new, combined entity—hurdles that underscore the make-or-break nature of the deal.

This move effectively allows Carbonium Core, a private development-stage company, to gain a public listing and access to capital markets. For TOMI, it offers a path to regain NASDAQ compliance and a new, compelling growth story to present to investors. As Dr. Halden Shane, CEO of TOMI, stated, “This transaction represents the beginning of an exciting new chapter.” For shareholders, it’s a high-risk, high-reward bet that the future of nuclear materials is a more valuable proposition than the past of environmental disinfection.

Powering the AI-Driven Nuclear Renaissance

The strategic rationale for this pivot is grounded in a powerful macroeconomic trend: the explosion in energy demand driven by artificial intelligence, hyperscale data centers, and advanced manufacturing. As industries digitize and AI models become more complex, their electricity consumption is projected to skyrocket, creating an urgent need for reliable, carbon-free baseload power. Advanced nuclear energy is increasingly seen by governments and industry leaders as the only viable solution to meet this demand without compromising climate goals.

This is where Carbonium Core enters the picture. The company’s focus is on nuclear-grade graphite, a material Suren Ajjarapu, Chairman and CEO of Carbonium Core, calls “irreplaceable in the advanced reactors now being deployed to power AI, data centers, and reindustrialization.” Many next-generation reactor designs, such as high-temperature gas-cooled reactors (HTGRs), rely on large quantities of high-purity graphite as a moderator and structural component. Today, the supply chain for this critical material is overwhelmingly dominated by foreign producers, creating a significant strategic vulnerability for the United States.

“Becoming a public company marks a defining step in our mission to rebuild a critical materials supply chain that the United States cannot afford to leave in foreign hands,” Ajjarapu added. By positioning itself as a domestic, vertically integrated producer, the new entity aims to close this gap, serving a market that includes not only commercial reactor developers but also the U.S. government and defense contractors.

The Carbonium Advantage: Technology and Geopolitics

Carbonium Core’s competitive edge hinges on two pillars: proprietary technology and geopolitical alignment. The company has licensed a purification technology from the prestigious Oak Ridge National Laboratory, a leader in nuclear science and materials research. This technology is central to Carbonium’s strategy to convert domestically sourced feedstock into reactor-qualified graphite, creating a secure, U.S.-controlled supply chain from “mine-to-reactor.”

This strategy aligns perfectly with a bipartisan push in Washington to reshore critical supply chains and bolster national energy independence. The U.S. government has signaled strong support for advanced nuclear technologies and domestic materials production as a matter of national security. The combined company's objective is to become a key partner in this national endeavor.

“The world is entering a period of extraordinary demand for energy infrastructure,” noted Dr. Shane. “We believe Carbonium Core's strategy aligns directly with these national priorities. Our objective is to build a company that can participate in what may become one of the most important industrial growth opportunities of the next twenty years.” This ambition transforms the merger from a simple financial maneuver into a strategic play on the future of American industrial and energy policy.

An Uncertain Future for a Disinfection Legacy

While the spotlight shines brightly on the nuclear future, questions remain about TOMI’s legacy business. The company states it will “continue to evaluate strategic opportunities” for its SteraMist franchise, which has seen recent adoption in response to global biosecurity threats and has been pursuing new certifications. However, within a company set to be 90% owned by nuclear material interests, the disinfection business risks becoming a non-core asset.

The press release hints at a potential bridge between the two worlds through “Cross-Platform Technology Integration.” The new entity plans to explore incorporating Carbonium’s advanced materials, such as graphene, into TOMI’s disinfection robotics and biosafety drones. While intriguing, this synergy remains speculative and is likely years away from commercial reality. For now, the primary focus and the allocation of the newly raised capital will almost certainly be directed toward scaling Carbonium’s production capabilities to meet the urgent demand from the nuclear sector.

The merger transforms TOMI Environmental Solutions into a new entity with a new name, a new mission, and a new set of challenges. It is a bold wager that by solving a critical bottleneck in the nuclear supply chain, it can generate significant value while contributing to the nation's energy security and technological leadership.