Forge Nano acquires HZO for about 7.3M shares

Approximately 5.8 million shares are being issued at closing, while approximately 1.5 million shares are held back for twelve months.

Available on EDGAR 11/05/2026 - 08:32 AM EST Accepted by SEC EDGAR 11/05/2026 - 08:31 AM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Forge Nano Holdings, Inc. (NANO) completed its acquisition of HZO, Inc., acquiring all outstanding HZO equity in an all-stock transaction for approximately 7.3 million Forge Nano common shares, subject to customary post-closing adjustments. Approximately 2.2 million shares were issued in exchange for approximately 2.2 million Forge Nano shares held by HZO before closing, resulting in net issuance of approximately 5.1 million shares. Approximately 5.8 million shares are being issued at closing; approximately 1.5 million are held back for twelve months to secure post-closing adjustment and indemnification obligations.

HZO will operate as a wholly owned subsidiary under the HZO brand, led by Rachael Lerebours, President of HZO, and its employees will join Forge Nano. The combination brings HZO’s high-volume Parylene and thin-film coating business and customer base alongside Forge Nano’s atomic layer deposition platform. The companies expect to combine manufacturing, procurement and administrative functions and introduce Forge Nano’s ALD materials and equipment to HZO’s customer base.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 0 points

How the balance works

Positive

Moderate pointHZO acquisition completed for approximately 7.3 million shares.

Negative

None.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares for HZO equity: Approximately 7.3 million Forge Nano common shares Shares exchanged: Approximately 2.2 million shares Net issuance: Approximately 5.1 million shares +2 more

5 metrics

Shares for HZO equity Approximately 7.3 million Forge Nano common shares All-stock acquisition of all outstanding HZO equity

Shares exchanged Approximately 2.2 million shares Issued in exchange for approximately 2.2 million Forge Nano common shares held by HZO before closing

Net issuance Approximately 5.1 million shares Net issuance described in the acquisition terms

Shares issued at closing Approximately 5.8 million shares Acquisition share consideration

Shares held back Approximately 1.5 million shares Held back for twelve months to secure post-closing adjustment and indemnification obligations

Key Terms

Atomic Layer Deposition (ALD), Parylene, post-closing adjustments, indemnification obligations

4 terms

Atomic Layer Deposition (ALD) technical

"Forge Nano’s Atomic Layer Deposition (ALD) platform"

Parylene technical

"HZO’s Parylene and thin-film platform"

Parylene is a family of ultra-thin, clear plastic-like coatings applied to electronic parts and medical devices using a vapor process, forming an even, pinhole-free protective film. Investors care because it acts like a microscopic raincoat—shielding components from moisture, corrosion and chemical exposure—so its use can improve product reliability, extend lifespan, affect manufacturing steps and costs, and influence regulatory approval and warranty risk.

post-closing adjustments financial

"subject to customary post-closing adjustments"

Amounts added to or subtracted from a transaction’s final purchase price after a deal closes to reflect the buyer’s and seller’s actual financial picture at the handover — for example final cash on hand, outstanding debts, or inventory levels. Think of it like checking the utility bills and meter readings after moving out of a rented house and adjusting the final bill accordingly. Investors care because these adjustments change the real cash exchanged, affect reported earnings and balance sheets, and can alter the expected return or risk of an investment.

indemnification obligations financial

"post-closing adjustment and indemnification obligations"

A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What markets and locations does HZO serve for NANO?

HZO serves customers in consumer electronics, energy, IoT, medical device and automotive markets from three coating facilities in the U.S., Mexico and Vietnam. Its coatings protect electronic assemblies from moisture, corrosion and chemical exposure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 5, 2026

FORGE NANO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-43517	41-2980280
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer identification number)

12300 Grant Street, Suite 100 Thornton, CO	80241
(Address of principal executive offices)	(Zip Code)

(720) 259-8579
(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:

	☐	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, par value $0.0001 per share	NANO	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	NANOW	The Nasdaq Stock Market LLC

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 7.01

Regulation FD Disclosure.

On November 5, 2026, Forge Nano issued a press release announcing the completion of its acquisition of HzO. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press release, dated November 5, 2026

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

Forward Looking Statements

This Current Report on Form 8-K includes forward-looking information about, among other topics, the acquisition of HzO. All statements, other than statements of present or historical fact, included in this Current Report on Form 8-K regarding the acquisition, the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the current expectations and assumptions of Forge Nano’s management about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Forge Nano disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report on Form 8-K.

Forge Nano cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Forge Nano. Risks and uncertainties include, among other things: (i) risks related to Forge Nano’s ability to realize the anticipated benefits of the acquisition of HzO, which may be affected by, among other things, competition and the ability of Forge Nano to grow and manage growth profitably following the acquisition; (ii) risks related to changes in applicable laws or regulations; (iii) risks related to Forge Nano’s ability to successfully develop and deploy new technologies to address the needs of its customers; (iv) risks related to the effects of competition on Forge Nano’s business, financial condition and results of operations; (v) risks related to the availability and cost of the raw materials necessary for the production of Forge Nano’s products; (vi) risks related to Forge Nano’s ability to meet the specifications and requirements of its customers or adequately provide them with effective support and services; (vii) risks related to delays in the construction and operation of production facilities; (viii) risks related to intellectual property infringement, data protection, and other losses; (ix) risks related to the combined company’s ability to operate effectively as a public company, including its ability to implement controls and procedures required for public companies; (x) risks related to changes in domestic and foreign business, market, financial, political and legal conditions; and (xi) risks related to the possibility that Forge Nano may be adversely affected by other economic, business, and/or competitive factors. There may be additional risks that Forge Nano presently does not know or that Forge Nano currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Should one or more of the risks or uncertainties described in this Current Report on Form 8-K materialize, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed or implied in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Forge Nano’s periodic filings with the SEC. These SEC filings are available free of charge on the SEC’s website at www.sec.gov.

You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Forge Nano described in the “Risk Factors” and “Forward-Looking Statements” sections of the Registration Statement on Form S-4, which was declared effective by the SEC on September 22, 2026, and other documents filed or to be filed by Forge Nano from time to time with the SEC, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Forge Nano assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Forge Nano does not give any assurance that it will achieve its expectations.

SIGNATURE

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.

	FORGE NANO HOLDINGS, INC.

	By:	/s/ Paul Lichty
		Paul Lichty
		Chief Executive Officer

Date: November 5, 2026

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Forge Nano Completes Acquisition of HZO, Uniting Two Nanoscale Coating Platforms for Electronics, Semiconductor and Defense Markets

Combination pairs Forge Nano’s Atomic Armor atomic layer deposition (ALD) platform with HZO’s high-volume Parylene and thin-film protective coating business and its blue-chip customer base in consumer electronics, energy, IoT, medical and automotive

Denver, November 5, 2026 – Forge Nano Holdings, Inc. (NASDAQ: NANO, NANOW) (“Forge Nano” or the “Company”), a semiconductor equipment and advanced materials company whose Atomic Layer Deposition (ALD) technology serves AI-era chip manufacturing and defense battery applications, today announced that it has completed the acquisition of HZO, Inc. (“HZO”), a leading provider of protective nanocoatings for electronics headquartered in Morrisville, North Carolina.

HZO applies ultra-thin, pinhole-free Parylene and thin-film coatings that protect electronic assemblies from moisture, corrosion and chemical exposure. Its customers include some of the world’s largest consumer electronics, energy, IoT, medical device and automotive manufacturers and brands, served from three coating facilities in the U.S., Mexico, and Vietnam. The acquisition adds a high-volume production coating business, an established global customer base and a complementary material and equipment portfolio to Forge Nano’s ALD platform, which deposits precision coatings one atomic layer at a time.

Strategic Rationale

The two companies address the same engineering problem at different scales: protecting and enhancing high-value components through precisely controlled surface coatings. Forge Nano’s ALD platform delivers angstrom-level films for semiconductor and battery applications. HZO’s Parylene and thin-film platform delivers conformal protection for finished electronic assemblies at production volume. Together the companies expect to:

	·	Offer customers a single surface engineering partner across the device lifecycle, from wafer and cell to finished assembly.
	·	Bring HZO’s production coating capacity and quality systems to Forge Nano’s defense battery and semiconductor programs, including the Forge Battery facility in Morrisville, North Carolina, where the companies will operate adjacent facilities.
	·	Introduce Forge Nano’s ALD materials and equipment to HZO’s installed customer base in consumer electronics, energy, IoT, medical and automotive.
	·	Realize operating efficiencies through shared manufacturing, procurement and administrative functions.

Management Commentary

“HZO has spent more than a decade solving a problem every electronics manufacturer has and few can solve at scale: protecting devices from the environments they live in,” said Paul Lichty, Chief Executive Officer of Forge Nano. “Their Parylene platform, their customer relationships and their production discipline are exactly what we need as our ALD technology moves from the lab to high-volume manufacturing. We are pleased to welcome the HZO team to Forge Nano.”

“Forge Nano and HZO were built on the same conviction, that the most valuable engineering in a modern device often happens in a layer too thin to see,” said Rachael Lerebours, President of HZO. “HZO learned how to deliver that engineering at production volume for some of the most demanding customers in the world. Forge Nano brings the atomic-scale science, the public-company platform and the capital to take it much further. Our customers will see one partner with a wider toolkit, and our people will see a company whose ambition matches their own. I could not be more confident in what this combination will build.”

Transaction Details

Under the terms of the agreement, Forge Nano acquired all outstanding equity of HZO in an all-stock transaction for approximately 7.3 million shares of Forge Nano common stock, subject to customary post-closing adjustments. Approximately 2.2 million of those shares were issued in exchange for the approximately 2.2 million shares of Forge Nano common stock held by HZO prior to closing, resulting in net issuance of approximately 5.1 million shares. Approximately 5.8 million of the total shares are being issued at closing, and approximately 1.5 million shares are being held back for twelve months to secure post-closing adjustment and indemnification obligations. HZO will operate as a wholly owned subsidiary of Forge Nano under the HZO brand, led by Rachael Lerebours, President of HZO, and its employees will join Forge Nano.

About Forge Nano

Forge Nano Holdings, Inc. (NASDAQ: NANO) is a U.S.-based semiconductor equipment and advanced materials company whose Atomic Layer Deposition (ALD) technology serves AI-era chip manufacturing and defense battery applications. The Company’s Atomic Armor platform is a scalable nanoscale coating system that delivers precision surface engineering at production volume. Forge Nano is headquartered in Thornton, Colorado. For more information, visit www.forgenano.com.

About HZO

HZO is a leading provider of protective nanocoatings that shield electronics in harsh, corrosive and wet environments. HZO combines its people, processes, capital equipment and materials science expertise with a portfolio of patents to design tailored coating solutions for large customers in consumer electronics, energy, IoT, medical device and automotive markets. HZO is headquartered in Morrisville, North Carolina. For more information, visit www.hzo.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the expected benefits of the acquisition of HZO, anticipated synergies, the integration of HZO’s business, the combined company’s products, customers, facilities and growth, and other statements that are not historical facts. Words such as “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to integrate HZO and realize the anticipated benefits of the acquisition; competition; changes in laws and regulations; the development and commercialization of the Company’s technology; delays in the construction and ramp of production facilities; the Company’s ability to operate as a public company; and the other risks described under “Risk Factors” in the Company’s registration statement on Form S-4 (including the proxy statement/prospectus dated September 22, 2026) and in the Company’s other filings with the Securities and Exchange Commission. There may be additional risks the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Should one or more of the risks or uncertainties described in this communication materialize, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. The Company does not give any assurance that it will achieve its expectations.

Contacts

Media: Will McKenna, VP, Corporate Affairs & Investor Relations, Forge Nano, wmckenna@forgenano.com

Investor Relations: Bryan Baritot, Alliance Advisors IR, ForgeNanoIR@allianceadvisors.com

HZO: Ryan Moore, Director of Marketing, HZO, rmoore@hzo.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 14.8 KB