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AI brief of an SEC Form 8-K · Forge Nano Holdings, Inc. (NANO)

Forge Nano completes merger with HzO, base purchase price $55.0 million plus adjustments

Neutral Impact 4 of 5 m&a

Forge Nano Holdings said it completed its merger with HzO, Inc. on November 4, 2026, with HzO surviving as a wholly owned subsidiary. HzO stockholders were issued Forge Nano common stock as consideration, and part of that stock is held back for twelve months to secure post-closing adjustments and indemnification. The filing adds dilution from the new shares, but it does not provide HzO financial results or the effect on Forge Nano's earnings.

Key points

  • Merger consideration is based on a $55.0 million base purchase price, plus or minus closing cash, working capital, indebtedness and expense adjustments, divided by $10.00 per share.
  • Forge Nano issued 5,772,645 shares at the Effective Time, with 1,533,795 Holdback Shares held back for twelve months.
  • Shares received by HzO stockholders are locked up until the earlier of six months after the Effective Time or when the stock closes at or above $12.00 for 20 of 30 trading days.
  • HzO's CFO Jason Savod and President and COO Rachael Lerebours signed employment agreements with Forge Nano effective after the Effective Time.

The filing

CompanyForge Nano Holdings, Inc. (NANO)
Form8-K, current report
Filed with the SECNov 9, 2026, 4:42 PM ET
Accession number0001104659-26-124550

Items reported: 1.01 Material Definitive Agreement2.01 Acquisition or Disposition Completed3.02 Unregistered Equity Sale

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 4:51 PM ET, from this filing only.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.