Forge Nano Holdings, Inc. filed a Form 8-K on November 9, 2026, disclosing that it completed the acquisition of HzO, Inc. through a merger consummated on November 4, 2026, with HzO surviving as a wholly owned subsidiary of Forge Nano.

Key Highlights

  • Merger completed November 4, 2026: Forge Nano, through wholly owned subsidiary FN Merger Sub, Inc., merged with and into HzO, Inc., with HzO surviving as a wholly owned subsidiary of Forge Nano.
  • Base purchase price of $55.0 million: The base purchase price was $55.0 million plus the value, at $10.00 per share, of Forge Nano Common Stock held by HzO prior to closing, subject to further adjustments for cash, working capital, indebtedness, and transaction expenses.
  • Up to 7,306,440 shares issued as consideration: Assuming full release of holdback shares, HzO stockholders would own 7,306,440 shares of Forge Nano Common Stock.
  • 5,772,645 shares issued immediately: Forge Nano issued 5,772,645 shares of Forge Nano Common Stock immediately following the Effective Time, with 1,533,795 Holdback Shares withheld for twelve months.
  • Holdback equals 20% of Base Purchase Price: Shares withheld represent 20% of the Base Purchase Price divided by $10.00, held as security for post-closing adjustments and indemnification obligations.
  • Existing $2.0 million loan deducted from consideration: The payoff of a $2.0 million loan previously made by Forge Nano to HzO was subtracted from the Purchase Price Amount.
  • TIP RSUs vest on first anniversary: Restricted stock units granted to HzO Transaction Incentive Plan participants vest in full on the first anniversary of the Effective Time, subject to continued employment.

Forge Nano Closes HzO Acquisition: Merger Terms and Share Consideration Details

According to the filing, Forge Nano Holdings, Inc. (NASDAQ:NANO), on November 4, 2026, entered into and simultaneously consummated an Agreement and Plan of Merger with HzO, Inc. and FN Merger Sub, Inc., a wholly owned Forge Nano subsidiary. HzO stockholders holding the requisite voting power approved the merger by written consent immediately following execution of the Merger Agreement. The board of Forge Nano approved the transaction, and no vote of Forge Nano stockholders was required, the filing stated. The merger is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

The filing disclosed that total merger consideration was calculated based on a Purchase Price Amount equal to a $55.0 million base, adjusted for HzO's closing cash, working capital relative to a target of negative $1,251,155, closing indebtedness, unpaid transaction expenses, the $2.0 million loan payoff, the aggregate value of TIP RSUs at $10.00 per share, and any shortfall in the Stockholders' Representative expense fund, with the total then divided by $10.00 to determine share count. Of the 5,772,645 shares issued at closing, 2,168,979 shares were issued in exchange for shares of Forge Nano Common Stock that HzO itself held prior to the Effective Time.

Post-closing, the filing disclosed, within 90 days after the Effective Time Forge Nano may deliver a closing statement covering HzO's working capital, cash, indebtedness, and transaction expenses. The Stockholders' Representative may dispute that statement within 60 days, with unresolved disputes to be decided by an independent accounting firm. Any adjustment exceeding $100,000 will be settled solely through adjustment of the Holdback Shares, valued at $10.00 per share. Forge Nano retains the right to hold back shares sufficient to cover good faith estimates of losses under any pending indemnification claims at the twelve-month mark.

What Was Disclosed

Forge Nano Holdings reported the November 4, 2026 closing of its acquisition of HzO, Inc. via merger, disclosing share consideration of up to 7,306,440 shares, a base purchase price of $55.0 million, a 1,533,795-share holdback arrangement, and related indemnification terms.