TOMI Environmental Solutions, Inc.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026.

The Proposed Transaction with Carbonium Core may not be completed and may not achieve the anticipated benefits.

We generated a net loss of approximately $3.7 million and $4.5 million for the years ended December 31, 2025 and 2024, respectively. We also had an accumulated deficit of $58.1 million as of December 31, 2025. Prior to 2020, we did not generate any profit from ounder Part II, Item 1A of our business operations.

On April 30, 2026, the Company executed a non-binding LOI to negotiate a reverse triangular merger with Carbonium Core, a U.S.-based producer of nuclear-grade graphite for advanced reactor technologies. Under the terms of the LOI, TOMI would provide all-stock consideration consisting of newly issued shares of Common Stock eQuarterly Report on Form 10-Q for the qual to 19.99% of the Companys outstanding shares immediaterterly prior to the proposed merger transaction, and shares of a newly created Series B Convertible Preferred Stock convertible into TOMI Common Stock upon stockholder approval, together implying an enterprise valuation of Carbonium Core of $120 million. The proposed merger transaction is subject to execution of definitive agreements and customary closing conditions, including stockholder approval under Nasdaq rules, and if approved, Carbonium Core would become a wholly owned subsidiary of TOMI. Following the consummation of teriod ended March 31, 2026, filed with the Proposed TransactiSEC on and stockholder approval, the combined company would be controlled by the equity holders of Carbonium Core, and Carbonium Cores management would assume a significantMay 15, 2026, and potentially controlling, role in the operation of the combined business. There can be no assurance that the Proposed Transaction will be completed.

If we are unable to consummate the Proposed Transaction, we may not realize the anticipated strategic, operational, and financial benefits of the transaction, which could materially and adversely affect our business, financial condition, and results of operations. In such event, we would remain solely responsible for executing Part I, Item 1A of our existing business plan, which has historically resulted in recurring losses and negative cash flows, and we may be required to seek alternative sources of capital or strategic transactions, which may not be available on favorable terms, if at all.

Even if the Proposed Transaction is completed, tAnnual Report on Form 10-K for the combined company may not achieve the expected benefits of the transaction or perform as expected. The change of control resulting from the Proposed Transaction could result in disruptions to our business, which could materially and adversely affect the combined companys business, financial condition, and results of operations.

Nasdaq may not approve any listing application for the combined company and, if the parties waive the Nasdaq closing condition and proceed with the Proposed Transaction, we may be subject to delisting.

In connection with the Proposed Transaction, which would constitute a change of control under Nasdaq Listing Rule 5110(a), we will be required, pursuant to Nasdaqs reverse merger rules, to use our reasonable best efforts to ffiscal year ended December 31, 2025, file an initial listing application for our common stock on Nasdaq (the Nasdaq Listing Application). The Nasdaq Listing Application must be conditionally approved prior to the date of our stockholder meeting to approve the Company matters related to the Proposed Transaction. In the event the application is not accepted by Nasdaq and the parties waive the Nasdaq closing condition and proceed with the Proposed Transaction, the combined company will be subject to delisting proceedings and could be delisted. If our common stock loses their status on The Nasdaq Capital Market, we believe that our shares would likely be eligible to be quoted on the inter-dealer electronic quotation and trading system operated by OTC d with the SEC on Markets Group Inc., such as the OTC Pink marketplace and now known as the OTCQB market. These markets are generally considered not to be as efficient as, and not as broad as, The Nasdaq Capital Market. If our common stock is delisted, this would, among other things, substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us. Additionally, the value of your shares may be materially adversely affected, and holders of our common stock would find it more difficult to buy and sell such shares.

ch 31, 2026.

We may not be able to maintain compliance with Nasdaqs listing standards, which could limit shareholders ability to trade our common stock.

As a listed company on Nasdaq, we are required to meet certain financial, public float, bid price, and liquidity standards on an ongoing basis. If we fail to meet these continued listing requirements, our common stock may be subject to delisting, which may materially impact our liquidity and make it more challenging for shareholders to buy and sell our shares.

We are currently subject to ta Nasdaq delisting proceeding relating to two concurrent Nasdaq deficiency proceedingies. On November 17, 2025, we received a deficiency notice that our closing bid price had been below the minimum $1.00 per share requirement (under Nasdaq Listing Rule 5550(a)(2)) for 30 consecutive business days (the Bid Price Requirement). We haved until May 18, 2026, to regain compliance, which may include a potentialbut did not reverse stock sgain complit subject to shareholder approvalance by that date.

Additionally, as of March 31June 30, 2026, the Company's total stockholders' equity of $550 iwas $1,428,436, which was below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1) (the Minimum Equity Requirement). On November 21, 2025, the Company received a deficiency letter from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market notifying the Company that, based on its Form 10-Q for the period ended September 30, 2025, which reported stockholders' equity of $2,206,482, the Company no longer compliesd with the mMinimum stockholders' eEquity rRequirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1), and that the Company doesid not meet the alternatives of market value of listed securities or net income from continuing operations. We submitted a compliance plan within the required 45-day period; if accepted, Nasdaq may grant an extension of up to 180 days from November 21however, we did not regain compliance with the Minimum Equity Requirement by May 18, 2025.

If 6.

On May 19, 2026, the Company does not qualreceived a letter from the Staff notify for ing the second compliance period or Company that, because it failsed to regain compliance during the second 180-day periodwith each of the Bid Price Requirement and Minimum Equity Requirement, then Nasdaq Common Stock will notify tbe delisted from Nasdaq. The Company of itsappealed the Staffs delisting determination to delist the Common Stock,a Nasdaq Hearings Panel, which stayed and y furthe Common Stock will be subject to r delisting. At action that time, the Company will have an opportunity to appeal rough the hearing and any extension the Hearings Panel may grant. On June 30, 2026, a hearing was held before the delisting determination to aNasdaq Hearings Panel and the Company is currently awaiting the Nasdaq Hearings Panel.s decision.

In the event that we are unsuccessful in demonstratthe Staffs delisting compliance withdetermination to the Nasdaq Listing Rule 5550(b)(1) by the deadline of May 18, 2026 Hearings Panel, or we fail to satisfy any conditions or to evidence compliancerequirements imposed by the Nasdaq Hearings Panel in connection with such rule in our Quarterly Report for any extension that may be granted, we will be delisted from Nasdaq, and the quarvalue of your shares may be mater ended March 31, 2026, or we are unable ially adversely affected, which would impair your ability to sell or purchase your shares when you wish to regaindo so.

We may not compliance with Nasdaq Listing Rule 5550(a)(2) by ete the proposed Merger within the end of the 180-day period on May 18, 2026 and either fail to qualify ftime frame we anticipate or at all, which could have an adverse effect on our business, financial results and/or toperations.

The second 180-dproposed Merger may not be compliance period eted within the expected timeframe, or fail to regainat all, as a result of various factors and compliance during tnditions, some of which may be beyond our control. The second 180-day period, and we are unsuccessful in appealing a resultClosing is expected to take place during the third quarter of 2026, subject to the satisfaction or waiver of the closing delisting determination to a Hearings Panel, weconditions under the Merger Agreement. There can be no assurance that the Merger will be deliscompleted from Nasdaq, and the value of yo. If the Merger is not completed for any reason, our sharesongoing business may be materially adversely affected, whichand we would impaibe subject to a number of risks, including the following:

If the Mer your ability to sell or purchase your shares when you wish to do so.ger is not consummated, the risks described above may materialize, and they may have a material adverse effect on our business operations, financial results and stock price, particularly to the extent that the current market price of our Common Stock reflects an assumption that the Merger will be completed.