Forge Nano Holdings, Inc. has completed the acquisition of HzO, Inc. through a merger agreement executed on November 4, 2026. Under the terms of the agreement, Forge Nano’s wholly owned subsidiary, Merger Sub, merged with and into HzO, with HzO surviving as a wholly owned subsidiary of Forge Nano.
The transaction was consummated on November 4, 2026, immediately following the approval of the Merger Agreement by HzO stockholders via written consent. The merger is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986.
Immediately following the effective time, Forge Nano issued 5,772,645 shares of common stock to HzO stockholders. Additionally, 1,533,795 Holdback Shares were withheld for a period of twelve months to secure post-closing adjustments and indemnification obligations. Upon the full issuance of these Holdback Shares, HzO stockholders would own a total of 7,306,440 shares of Forge Nano common stock.
The aggregate purchase price was determined based on a Base Purchase Price of $55.0 million, plus the value of shares of Forge Nano common stock held by HzO and its subsidiaries immediately prior to the merger, plus HzO’s closing cash, minus specific working capital targets, indebtedness, and transaction expenses. The consideration is subject to a post-closing adjustment process that may result in the release or retention of Holdback Shares.
The Merger Agreement includes customary representations, warranties, and covenants. It also establishes indemnification obligations for both parties, with aggregate liability generally capped at 20% of the Purchase Price Amount. Additionally, the agreement includes a lock-up arrangement requiring HzO stockholders to hold the shares received until the earlier of six months after the effective time or when the last reported sale price of Forge Nano common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-trading-day period.
