Form 8-K

8-K — TOMI Environmental Solutions, Inc.

Accession: 0001654954-26-004629

Filed: 2026-05-08

Period: 2026-05-08

CIK: 0000314227

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2026

TOMI ENVIRONMENTAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Florida

000-09908

59-1947988

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

8430 Spires Way

Frederick, Maryland 21701

(Address of principal executive offices) (Zip Code)

(800) 525-1698

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

TOMZ

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 8, 2026, TOMI Environmental Solutions, Inc. issued a press release regarding its financial results for the first quarter ended March 31, 2026. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. No additional information is included in this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of, nor shall it be deemed incorporated by reference in, any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

Exhibit No.

Description

99.1

Press Release date May 8, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

TOMI ENVIRONMENTAL SOLUTIONS, INC.

Date: May 8, 2026

By:

/s/ Halden S. Shane

Name: Halden S. Shane

Title: Chief Executive Officer

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EXHIBIT 99.1

FOR IMMEDIATE RELEASE

TOMI Environmental Solutions, Inc. Reports First Quarter 2026 Financial Results and Announces Transformative Letter of Intent to Merge with Carbonium Core, Inc.

Frederick, MD – May 8, 2026 – TOMI Environmental Solutions, Inc. (NASDAQ: TOMZ), a global provider of disinfection and decontamination essentials through its premier Binary Ionization Technology® (BIT™) platform, today announced financial results for the three months ended March 31, 2026, and provided an update on strategic initiatives. Most significantly, the Company recently announced a non-binding letter of intent to merge with Carbonium Core, Inc., a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies and AI data center infrastructure, representing a transformative new chapter for TOMI.

Landmark Post-Quarter Development: Letter of Intent with Carbonium Core, Inc.

On April 30, 2026, the Company executed a non-binding letter of intent (the “LOI”) to merge with Carbonium Core, Inc. (“Carbonium Core”), a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies. Carbonium Core will become a wholly owned subsidiary of TOMI upon closing of the proposed transaction (the “Proposed Transaction”).

Enterprise Valuation: The enterprise valuation of Carbonium Core implied by the LOI is $120 million, subject to further due diligence.

Consideration: In exchange for TOMI acquiring all issued and outstanding shares of Carbonium Core, Carbonium Core stockholders would receive (i) shares of TOMI common stock equal to 19.99% of the Company’s outstanding shares immediately prior to the merger, and (ii) shares of a newly created series of preferred stock convertible into TOMI common stock upon stockholder approval.

Strategic Rationale: The Proposed Transaction is intended to diversify TOMI’s business by combining a domestic platform in advanced graphite and lithium materials with the Company’s existing SteraMist® disinfection and decontamination business, including applications for autonomous vehicles (Robotaxis) and battery-operated aerial drones. Carbonium Core’s vertically integrated U.S. production model, including its exclusive purification technology developed in collaboration with Oak Ridge National Laboratory, targets a defensible position in a market dominated by foreign supply.

Market Opportunity: Nuclear-grade graphite is a specialty sub-segment of the global graphite market estimated at approximately $13 - $15 billion in 2026, with synthetic graphite, the most directly relevant category, estimated at approximately $8 - $9 billion. U.S. FEOC rules and federal support for advanced nuclear are accelerating demand for non-Chinese-origin graphite.

Timeline: Definitive agreements are expected to be signed on or before May 30, 2026, subject to due diligence and stockholder approval, with a 45-day exclusivity period in place.

The LOI is non-binding, and the Proposed Transaction is subject to execution of definitive agreements, completion of due diligence, and customary closing conditions including stockholder approval. There can be no assurance that the Proposed Transaction will be consummated on the terms described or at all.

First Quarter 2026 Highlights:

Revenue Growth: Revenue of $1,654,000 for Q1 2026 represents a 5% increase versus Q1 2025 and a 67% sequential increase over Q4 2025, driven by strong equipment and Custom Engineered System (CES) sales.

Applicator Sales Surge: Q1 2026 applicator sales exceeded total full-year 2025 applicator sales, representing a 139% year-over-year increase, reflecting growing adoption of our razor/blade consumable model and the expanding customer install base.

BIT™ Solution Momentum: BIT Solution sales grew 21% from 2024 to 2025 and are tracking above 2025 levels in Q1 2026, supporting the Company’s recurring revenue strategy and long-term profitability objectives.

Disciplined Cost Management: Total operating expenses declined 15% to $1,458,000 versus $1,706,000 in Q1 2025, reflecting disciplined cost reduction across general and administrative, selling, professional fees, and consulting expenses, while the Company preserved its commercial and technical capacity.

Improved Operating Cash Flow: Net cash provided by operating activities was $296,000 for Q1 2026, a $572,000 improvement over Q1 2025, reflecting improved working capital management and growth in deferred revenue from customer deposits.

Growing Integration Pipeline: Sales order backlog was $1.7 million as of March 31, 2026. Our integrated project pipeline, encompassing SIS, Hybrid, and CES projects, grew to approximately $4.3 million across 13 customers, up from approximately $3.0 million at year-end 2025.

Financial Results for the three months ended March 31, 2026, compared to March 31, 2025

Sales, net was $1,654,000 compared to $1,577,000 for the three months ended March 31, 2026 and 2025, respectively, a 5% increase. Product revenue increased $311,000 (31%), driven by higher equipment and CES-related sales. Service revenue decreased $234,000 (41%), reflecting the timing of decontamination project completions and service engagements in the period.

Gross profit was $832,000, or approximately 50% of revenue, for Q1 2026, compared to $952,000, or approximately 60% of revenue, for Q1 2025. The decrease in gross margin reflects strategic price discounts to drive equipment adoption and an unfavorable product mix shift toward lower-margin equipment sales. Management views these factors as temporary, as growth in recurring high-margin BIT Solution consumable and Applicator sales is expected to support margin recovery in future periods.

Total operating expenses were $1,458,000 for Q1 2026, a reduction of $248,000 or 15% compared to $1,706,000 in Q1 2025, reflecting lower general and administrative, selling, professional, and consulting costs.

Loss from operations was ($626,000) for Q1 2026, an improvement of $128,000 compared to ($754,000) for Q1 2025.

Net loss was ($811,000) or ($0.04) per basic and diluted share for Q1 2026, compared to net loss of ($256,000) or ($0.01) per basic and diluted share for Q1 2025. Q1 2025 net loss included a non-recurring Employee Retention Credit of $535,000 and related interest of $83,000. Excluding these one-time items, Q1 2025 adjusted net loss would have been approximately ($874,000), demonstrating meaningful year-over-year operating improvement in Q1 2026.

Sales order backlog was $1.7 million as of March 31, 2026, providing strong visibility into near-term revenue conversion.

Recent Business Highlights:

On January 6, 2026, a private East Coast research university purchased and installed a SteraMist Hybrid System for repeatable, high-level decontamination of reusable medical equipment, representing the second SteraMist Hybrid sale within the Company’s automated installation pipeline.

On January 20, 2026, the Company sold a Custom Engineered System in the United Kingdom to an international pharmaceutical manufacturer, integrated into Total Clean Air’s modular cleanroom platform, marking the first deployment of SteraMist iHP technology within TCA’s modular architecture.

On February 23, 2026, the UK Health and Safety Executive granted official regulatory authorization for the Company’s BIT Solution and SteraMist iHP products as biocidal products for use in Great Britain and Northern Ireland.

On March 3, 2026, the Company entered into a strategic partnership with Total Clean Air, establishing TCA as its Preferred European Partner for SteraMist iHP technology across the United Kingdom and European Union.

On March 16, 2026, the Company announced expanded Canadian operations, with its Canadian distribution partner increasing equipment inventory to support direct-to-customer sales across the provinces following strategic placements at leading Canadian health research organizations and hospital systems.

On March 18, 2026, the Company announced its expansion into the food safety sector, citing a case study in which SteraMist iHP technology delivered a reduction of up to 95% in sanitation testing costs for a food manufacturer.

On March 24, 2026, a major Mexican dairy manufacturer engaged ongoing SteraMist iHP services for facility sanitation through distributor DisinfectCare, extending the Company’s international service footprint.

On March 25, 2026, the Company received biocidal product authorization from the Dutch regulatory authority (ctgb), marking TOMI’s first product approval within a European Union member state and supporting a streamlined mutual recognition pathway in other EU member states.

On April 30, 2026, the Company signed a Letter of Intent to merge with Carbonium Core, Inc., a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies, with an implied enterprise valuation of $120 million. See “Landmark Post-Quarter Development” above for further details.

Executive Commentary

Dr. Halden Shane, CEO of TOMI Environmental Solutions commented, “The first quarter of 2026 was a strong start to the year. Revenue grew 5% year-over-year, applicator sales surged 139%, and we cut operating expenses by 15%, all while expanding our regulatory footprint across the EU and UK, growing our integration pipeline to $4.3 million, and winning a $440,000 annual service contract with a leading global medtech company.

“Most importantly, on April 30, 2026, we signed a Letter of Intent to merge with Carbonium Core, Inc. This is a transformative step for TOMI. Carbonium Core brings a vertically integrated U.S. production platform for nuclear-grade graphite, a critical strategic material at the nexus of advanced nuclear energy and AI data center demand, with technology developed in collaboration with Oak Ridge National Laboratory. With an implied enterprise valuation of $120 million and a 45-day exclusivity period in place, we are moving forward with focused urgency toward a definitive agreement by May 30, 2026. This transaction has the potential to create substantial long-term value for our shareholders while preserving and growing our SteraMist® franchise. I look forward to updating our shareholders as this process advances.”

Looking Ahead

TOMI enters the second quarter of 2026 with strong commercial momentum, an expanding recurring revenue base, and a transformative strategic transaction under way. The Company is focused on delivering long-term shareholder value through both its SteraMist® core business and the Proposed Transaction with Carbonium Core.

The Company is executing a focused strategy to:

Advance the Proposed Transaction with Carbonium Core, Inc. toward definitive agreements and closing, subject to due diligence, regulatory, and stockholder approvals

Drive year-over-year recurring revenue growth through increased BIT™ Solution sales, open order policies, and expanded iHP Corporate Service contracts

Convert the $4.3 million integration pipeline across 13 active SIS, Hybrid, and CES projects into recognized revenue

Continue to grow our international presence through Total Clean Air in the UK and EU, our Canadian distribution partner, and targeted marketing across global regulated markets

Leverage EU and UK regulatory authorizations to pursue further market approvals and accelerate European commercial development

Pursue additional government, institutional, and life sciences partnerships, including in the compounding pharmacy, food safety, and agricultural biosecurity sectors

Conference Call Information

TOMI will hold a conference call to discuss First Quarter 2026 results at 4:30 p.m. ET today, May 8, 2026.

To participate in the call by phone, dial (888) 506-0062 approximately five minutes prior to the scheduled start time and provide participant access code 776342, or request the "TOMI Environmental Solutions first quarter earnings call." International callers please dial (973) 528-0011. To access the live webcast or view the press release, please visit the Investor Relations section of the TOMI website or register at the following link:

https://www.webcaster5.com/Webcast/Page/2262/54004.

A replay of the teleconference will be available until May 15, 2026, and may be accessed by dialing (877) 481-4010. International callers may dial (919) 882-2331. Callers should use replay access code: 54004. A replay of the webcast will be available for at least 90 days on the company’s website, starting approximately one hour after the completion of the call.

TOMI™ Environmental Solutions, Inc.: Innovating for a safer world®

TOMI™ Environmental Solutions, Inc. (NASDAQ: TOMZ) is a global decontamination and infection prevention company, providing environmental solutions for indoor surface disinfection through the manufacturing, sales and licensing of its premier Binary Ionization Technology® (BIT™) platform. Invented under a defense grant in association with the Defense Advanced Research Projects Agency (DARPA) of the U.S. Department of Defense, BIT™ solution utilizes a low percentage Hydrogen Peroxide as its only active ingredient to produce a fog of ionized Hydrogen Peroxide (iHP™). Represented by the SteraMist® brand of products, iHP™ produces a germ-killing aerosol that works like a visual non-caustic gas.

TOMI products are designed to service a broad spectrum of commercial structures, including, but not limited to, hospitals and medical facilities, cruise ships, office buildings, hotel and motel rooms, schools, restaurants, meat and produce processing facilities, military barracks, police and fire departments, and athletic facilities. TOMI products and services have also been used in single-family homes and multi-unit residences.

TOMI develops training programs and application protocols for its clients and is a member in good standing with The American Biological Safety Association, The American Association of Tissue Banks, Association for Professionals in Infection Control and Epidemiology, Society for Healthcare Epidemiology of America, America Seed Trade Association, and The Restoration Industry Association.

For additional information, please visit https://www.steramist.com or contact us at info@tomimist.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, statements regarding the proposed merger with Carbonium Core, Inc., including the likelihood, timing, structure, and valuation of the Proposed Transaction and expected benefit to TOMI; our strategies to grow revenue and expand business development; our expectation with respect to the remainder of 2026, including schedule of delivery, realization of revenue from backlog and pipeline conversion; our ability to generate leads and referrals for sales; the expectation to capture new markets; our ability to improve financial performance; and the statements under the section entitled “Looking Ahead.” The LOI with Carbonium Core is non-binding and there can be no assurance that a definitive agreement will be executed or that the Proposed Transaction will be consummated on the terms described or at all. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, our ability to acquire new customers and expand sales; our ability to maintain and manage growth and generate sales; our reliance on a single or a few products for a majority of revenues; the general business and economic conditions; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by us with the SEC, and other periodic reports we filed with the SEC. The information provided in this document is based upon the facts and circumstances known at this time. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and we undertake no duty to update such information, except as required under applicable law.

The following represents our condensed consolidated balance sheets and statement of operations from our Quarterly Report on Form 10-Q for the three months ended March 31, 2026:

TOMI ENVIRONMENTAL SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

As of March 31,

As of December 31,

Current assets:

2026

2025

(Unaudited)

Cash and cash equivalents

$ 280,429

$ 87,775

Accounts receivable, net

761,789

689,153

Inventories, net

2,917,204

2,926,427

Vendor deposits

247,476

161,597

Prepaid expenses

385,216

322,114

Total current assets

4,592,114

4,187,066

Property and equipment, net

565,014

614,311

Other assets:

Intangible assets, net (Note 6)

1,343,122

1,351,164

Operating lease – right of use asset

301,361

322,089

Other assets

660,609

559,671

Total other assets

2,305,092

2,232,924

Total assets

$ 7,462,220

$ 7,034,301

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

$ 2,096,806

$ 1,480,189

Accrued expenses and other current liabilities

1,236,938

860,703

Deferred revenue

601,130

424,032

Sale of future receipts, net of discount of $59,868 and $113,191 at March 31, 2026 and December 31, 2025, respectively

115,857

254,234

Current portion of long-term operating lease

147,493

143,672

Total current liabilities

4,198,224

3,162,830

Long-term liabilities:

Long-term operating lease, net of current portion

332,747

370,591

Convertible notes payable, net of discount of $204,301 and $222,624 at March 31, 2026 and December 31, 2025, respectively

2,930,699

2,912,376

Total long-term liabilities

3,263,446

3,282,967

Total liabilities

7,461,670

6,445,797

Commitments and contingencies

Shareholders’ equity:

Cumulative convertible Series A preferred stock; par value $0.01 per share, 1,000,000 shares authorized; 63,750 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

638

Cumulative convertible Series B preferred stock; $1,000 stated value; 7.5% cumulative dividend; 4,000 shares authorized; none issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Common stock; par value $0.01 per share, 250,000,000 shares authorized; 20,696,686 and 20,277,205 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

206,967

202,772

Additional paid-in capital

58,655,576

58,437,080

Accumulated deficit

(58,862,631 )

(58,051,986 )

Total shareholders’ equity

550

588,504

Total liabilities and shareholders' equity

$ 7,462,220

$ 7,034,301

TOMI ENVIRONMENTAL SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the three months ended March 31,

2026

2025

Sales, net

$ 1,654,227

$ 1,576,558

Cost of sales

822,451

624,813

Gross profit

831,776

951,745

Operating expenses:

Professional fees

181,970

219,316

Depreciation and amortization

52,868

68,542

Selling expenses

197,302

246,406

Research and development

56,820

44,580

Consulting fees

65,089

87,488

General and administrative

903,992

1,039,878

Total operating expenses

1,458,041

1,706,210

Loss from operations

(626,265 )

(754,465 )

Other income (expense):

Other income

534,912

Interest income

82,890

Interest expense

(184,410 )

(118,930 )

Total other income (expense)

(184,380 )

498,872

Loss before income taxes

(810,645 )

(255,593 )

Provision for income taxes

Net loss

$ (810,645 )

$ (255,593 )

Net loss per common share:

Basic

$ (0.04 )

$ (0.01 )

Diluted

$ (0.04 )

$ (0.01 )

Basic weighted average common shares outstanding

20,421,539

20,015,205

Diluted weighted average common shares outstanding

20,421,539

20,015,205

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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