Form 8-K

8-K — Forge Nano Holdings, Inc.

Accession: 0000950142-26-002954

Filed: 2026-11-05

Period: 2026-11-05

CIK: 0002101833

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: eh260851461_ex9901.htm · Sequence: 2

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

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

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