Forge Nano completes acquisition of HZO for about 7.3 million shares

Forge Nano Holdings, Inc. completed the acquisition of HZO, Inc. on November 5, 2026, according to the company's press release furnished with its Current Report on Form 8-K. 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. The filing identifies Item 7.01 Regulation FD Disclosure and Item 9.01 Financial Statements and Exhibits, and attaches the press release as Exhibit 99.1.

Deal facts. Buyer: Forge Nano Holdings, Inc. What was bought: HZO, Inc., a provider of protective nanocoatings for electronics headquartered in Morrisville, North Carolina. Completed: November 5, 2026. Consideration: approximately 7.3 million shares of Forge Nano common stock. Financing: all-stock. 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. Lender or agent: not named in the press release as a cash lender, because the stated consideration is stock.

The company said the combination pairs Forge Nano's Atomic Armor atomic layer deposition platform with HZO's high-volume Parylene and thin-film protective coating business. HZO applies ultra-thin, pinhole-free Parylene and thin-film coatings that protect electronic assemblies from moisture, corrosion and chemical exposure. Its customers include consumer electronics, energy, IoT, medical device and automotive manufacturers, served from three coating facilities in the U.S., Mexico, and Vietnam. 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. The companies said they expect to combine manufacturing, procurement and administrative functions and to introduce Forge Nano's ALD materials and equipment to HZO's customer base.

Forge Nano does not state a cash purchase price in the press release. What it discloses is the shape of the purchase: an all-stock close, a net issuance figure after accounting for HZO's pre-closing holdings of Forge Nano common stock, a closing issuance tranche, and a twelve-month holdback. The holdback is described as securing post-closing adjustment and indemnification obligations. The document sets out those mechanics without stating a separate cash component, loan, or credit facility behind the consideration.

For context. U.S. jobs in computer and electronic product manufacturing stood at 1,000.4 thousand in September 2026, according to the Bureau of Labor Statistics (Current Employment Statistics). That is up 0.1 thousand jobs from August 2026 and up 6.7 thousand jobs from September 2025.

For an owner of a manufacturing or coatings business, the instructive part is the currency. Forge Nano is paying with its own shares, so the cost lands on existing holders as dilution rather than as cash out of the business, and the seller's equity holders take the buyer's equity. That structure depends on having listed shares, and a private company cannot pay this way without another form of consideration. The press release names no cash lender and no facility for the purchase price, which is what a purchase settled entirely in stock looks like. As electronics makers continue to buy protection for assemblies that live in harsh environments, buyers that add coating capacity this way keep their cash and their borrowing capacity for plant, inventory, and working capital, while the seller carries the risk of how the buyer's shares perform after closing.

What comes next is integration. The companies said HZO remains under its own brand as a wholly owned subsidiary, with adjacent operations referenced around the Forge Battery facility in Morrisville, North Carolina. The press release does not give a separate closing cash schedule beyond the share counts already stated, and it does not name a third-party financing source for the equity consideration.

1. stocktitan.net
2. BLS series CES3133400001, observation dated 2026-09-01