Transaction Summary: A to-be-created wholly-owned subsidiary of the Company will merge with Carbonium Core, such that Carbonium Core will become a wholly owned subsidiary of the Company (the "Merger"). The former Carbonium Core stockholders (i.e. stockholders of Carbonium Core prior to the Merger) will receive, as Merger consideration, (i) shares of TOMI common stock equal to 19.99% of the Company's outstanding shares of common stock as of immediately prior to the Merger and (ii) shares of a newly created series of preferred stock of the Company, convert into TOMI common stock upon Stockholder Approval. With the shares of TOMI common stock and the newly created preferred stock, the enterprise valuation of Carbonium Core will be in the amount of $120 million as of the date of the LOI, subject to further due diligence. The Merger is subject to execution of definitive agreements and customary closing conditions.

Strategic Rationale

The Proposed Transaction is intended to diversify TOMI's business by combining a domestic platform in lithium and advanced graphite materials with the Company's existing SteraMist® disinfection and decontamination business. The materials will be utilized in TOMI's entrance into the disinfection market for autonomous vehicles (Robotaxis) and for decontamination using battery-operated aerial drones. Carbonium Core's vertically integrated U.S. production, including its exclusive purification technology developed in collaboration with Oak Ridge National Laboratory, is designed to convert domestically sourced carbon feedstock into reactor-qualified graphite within a fully U.S.-controlled supply chain. The Company believes this profile is increasingly differentiated as policymakers and end-users seek to reduce reliance on foreign-controlled sources of nuclear-grade and other strategic materials including lithium.

Investment Highlights

Entry into a Strategic Materials Market. Nuclear-grade graphite is a specialty sub-segment of the global graphite market, which independent industry sources estimate at approximately $13–15 billion in 2026, with synthetic graphite, the most directly relevant category, estimated at approximately $8–9 billion.
Policy and Reshoring Tailwinds. U.S. FEOC rules and federal support for advanced nuclear are accelerating demand for non-Chinese-origin graphite. Long reactor-qualification cycles create durable barriers to entry for qualified domestic suppliers.
Vertically Integrated Domestic Platform. Carbonium Core's mine-to-reactor model, combined with its Oak Ridge-collaborated purification technology, targets a defensible position in a market today dominated by foreign supply.
Defined Closing Path. The definitive agreements are expected to be signed on or before May 30th, 2026, subject to due diligence and stockholder approval, with a 45-day exclusivity period in place.
Platform Diversification. Provides TOMI exposure to a new strategic-materials vertical while preserving the Company's ongoing focus on its core SteraMist® franchise.

Leadership Commentary

"This transaction is intended to position TOMI in a strategically critical advanced-materials market with long qualification cycles and durable demand drivers tied to next-generation U.S. nuclear deployment," said Dr. Halden Shane, Chairman and Chief Executive Officer of TOMI. "Carbonium Core's domestic production capabilities and exclusive purification technology are highly differentiated, and we view this as a meaningful expansion of TOMI's platform alongside our existing SteraMist® franchise."

"Carbonium Core is among the first U.S. companies to take coal all the way to nuclear-grade graphite, a milestone for both the Company and U.S. supply-chain resilience," added Suren Ajjarapu, Chief Executive Officer of Carbonium Core. "We believe combining with TOMI's Nasdaq-listed platform will accelerate our ability to deliver a secure, domestic supply of nuclear-grade graphite for the next generation of U.S. reactor technologies including the energy-intensive cooling and infrastructure demands of AI data centers."

Terms of the Proposed Transaction

Aggregate consideration to be paid by TOMI to Carbonium Core consists of shares of common stock and a newly created series of preferred stock of TOMI with an aggregate stated and liquidation value of $120 million (the "Stock Consideration"). An independent valuation analysis conducted in November 2025 valued Carbonium's business at $990 million.

The preferred stock will be convertible into shares of TOMI common stock subject to receipt of stockholder approval in accordance with the rules of the Nasdaq Stock Market (the "Stockholder Approval"). The preferred stock will not carry voting rights.

The parties currently expect to negotiate and execute definitive agreements for the Proposed Transaction during the second quarter 2026, subject to extension by mutual agreement. Carbonium Core has agreed to a 45-day exclusivity period during which it will not solicit or engage in discussions regarding alternative transactions. Completion of the Proposed Transaction remains subject to satisfactory due diligence, execution of definitive agreements, receipt of required approvals (including Stockholder Approval), and other customary closing conditions. There can be no assurance that definitive agreements will be executed, that the Proposed Transaction will be consummated on the terms described herein or at all, or as to the timing or final terms of any transaction.

Either party may terminate the LOI under customary circumstances, including failure to complete due diligence or by mutual written consent, without break-up fees.