TOMZ — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-08

• This Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “MD&A”) and other parts of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve ri…

• Unless otherwise stated, all information presented herein is based on the Company’s fiscal calendar, and references to years, quarters, months or periods refer to the Company’s fiscal years ended in December and the associated quarters, months and periods of those fiscal years. Each of the terms the…

• The following MD&A should be read in conjunction with the Annual Report filed with the SEC and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Form 10-Q.

• The first quarter of 2026 delivered improved financial results, with revenue of approximately $1.65 million reflecting a 5% increase over the first quarter of 2025 and a 67% sequential increase over the fourth quarter of 2025. Growth was primarily driven by increased equipment and CES-related sales …

• Our integrated project pipeline, encompassing SIS, Hybrid, and CES projects awaiting approval or unsigned contract, grew to approximately $4.3 million across 13 customers, an increase from the November 2025 $3 million integration sales pipeline. Notably, we secured a $440,000 annual purchase order f…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• Management’s Discussion and Analysis of Financial Condition and Results of Operations.

• Unregistered Sales of Equity Securities and Use of Proceeds.

• This Quarterly Report on Form 10-Q, or this Form 10-Q, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and we intend that…

• “Forward-looking statements” involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any” forward-looking statement”. The “forward-looking statements” included herein are based on current expectations of our management based on…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements included herein are based on current expectations of our management based on avail…

• Readers should carefully review these risks, as well as the additional risks described in other documents we file from time to time with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclus…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• “Forward-looking statements” involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any” forward-looking statement”. The “forward-looking statements” included herein are based on current expectations of our management based on…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• Management, with oversight from our Audit Committee, implemented specific remediation actions during fiscal year 2025 which are fully disclosed in our recently filed Form 10-K. We continue to monitor and track progress on a quarterly basis in the following areas:

• While the material weaknesses had not been fully remediated as of March 31, 2026, management believes the actions taken to date represent meaningful progress in addressing the identified control deficiencies. We are committed to continuing this process and will continue to review and enhance our fin…

• During the three months ended March 31, 2026 and except as disclosed above regarding the material weaknesses and related remediation plans, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our inte…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• Our management, with oversight from our Audit Committee, is in the process of developing and implementing remediation plans in response to the identified material weaknesses described above, and such remediation plans include the following:

• We plan to expand the resources within the finance and accounting departments with personnel who possess sufficient knowledge and experience in applying U.S. GAAP, including but not limited to developing appropriate accounting estimates, reserves, and allowances in a timely manner and to maintain pr…

• We will design and implement additional policies and procedures with respect to the review, supervision and monitoring of our accounting and SEC reporting functions to improve the effectiveness of our internal controls and to ensure the timely reporting with the SEC in accordance with GAAP.

• We will continue to recruit and train personnel with appropriate internal controls, accounting knowledge and experience commensurate with our accounting and reporting requirements, in addition to engaging and utilizing third party consultants and specialists. Our management also continues to realloc…

• We believe the measures described above will remediate the control deficiencies we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to review, optimize and enhance our financial re…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements included herein are based on current expectations of our management based on avail…

• Readers should carefully review these risks, as well as the additional risks described in other documents we file from time to time with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclus…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• “Forward-looking statements” involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any” forward-looking statement”. The “forward-looking statements” included herein are based on current expectations of our management based on…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• 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 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…

• 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 sole…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• Unregistered Sales of Equity Securities and Use of Proceeds.

• This Quarterly Report on Form 10-Q, or this Form 10-Q, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and we intend that…

• “Forward-looking statements” involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any” forward-looking statement”. The “forward-looking statements” included herein are based on current expectations of our management based on…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements included herein are based on current expectations of our management based on avail…

• Readers should carefully review these risks, as well as the additional risks described in other documents we file from time to time with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclus…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• “Forward-looking statements” involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any” forward-looking statement”. The “forward-looking statements” included herein are based on current expectations of our management based on…