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Rain Enhancement Technologies Holdco, Inc. (RAIN) reports that it remains out of compliance with Nasdaq’s market value of listed securities requirement. For the 30 consecutive business days ended February 17, 2026, its market value was below the $35,000,000 threshold under Nasdaq Listing Rule 5550(b)(2).
The company had 180 calendar days, until August 17, 2026, to regain compliance but did not do so. On August 18, 2026, Nasdaq staff notified the company that its securities are subject to suspension and delisting from The Nasdaq Capital Market effective at the opening of business on August 27, 2026, unless a hearing is granted. The company submitted a timely hearing request to the Nasdaq Hearings Panel on August 21, 2026 and expects a stay of any suspension or delisting pending the hearing, but there is no assurance the Panel will grant continued listing or additional time to regain compliance.
Rain Enhancement Technologies Holdco, Inc. (ticker RAIN) disclosed that Chief Executive Officer and director Randy Seidl purchased 110,000 shares of Class A Common Stock on August 19, 2026 at a weighted average price of $0.9475 per share. Following this open-market purchase, he directly held 754,834 Class A shares. In addition, Mr. Seidl received a restricted stock award of 602,320 Class A shares, with 50% vesting on January 1, 2026 and 50% vesting on January 1, 2027, subject to continued employment or service through each vesting date.
Rain Enhancement Technologies Holdco, Inc. (RAIN) director and Chief Executive Officer Randy Seidl reported a purchase of 110,000 shares of Class A Common Stock on August 19, 2026, at a weighted average price of $0.9475 per share. Following this transaction, he directly holds 754,834 shares. A related footnote also describes a restricted stock award of 602,320 shares, with 50% vesting on January 1, 2026 and 50% on January 1, 2027, subject to continued employment or service through the vesting dates.
Rain Enhancement Technologies Holdco, Inc. reported a six-month net loss of $5.1 million for the period ended June 30, 2026, widening from $2.4 million a year earlier, on only $10,500 of incidental service revenue and no core AEI-related revenue. Operating expenses were driven by $4.7 million in general and administrative costs, $0.2 million in field operations for pilot deployments, and $0.1 million in research and development.
Liquidity is highly constrained: cash was $32,608 with a working capital deficit of about $13.1 million and total liabilities of $14.6 million against assets of $2.4 million, resulting in a stockholders’ deficit of $12.2 million. The company relies heavily on related-party financing, including a line of credit with $8.5 million outstanding and about $1.5 million remaining available at quarter-end, and management concludes that these conditions raise substantial doubt about its ability to continue as a going concern.
To address funding needs, the company converted $4.0 million of related-party debt into 1,612,903 Class A shares at $2.48 per share and established a $3.5 million at-the-market equity program, under which shares were sold after quarter-end. Nasdaq notified the company in February 2026 that its market value of listed securities had fallen below the $35 million continued listing threshold, and it has until August 17, 2026 to regain compliance.
Meteora Capital, LLC and Vik Mittal report a significant ownership position in Rain Enhancement Technologies Holdco, Inc. They jointly report beneficial ownership of 585,802 shares of Class A Common Stock, representing 5.70% of the class as of June 30, 2026. All of these shares are held through certain funds and managed accounts for which Meteora Capital acts as investment manager, and are reported as having shared voting and shared dispositive power, with no sole voting or dispositive power. The filing states that Meteora Capital, a Delaware limited liability company, and Vik Mittal, its Managing Member and a U.S. citizen, are the reporting persons, but it also notes that this should not be construed as an admission that they are the beneficial owners for purposes of Section 13 of the Securities Exchange Act.
Rain Enhancement Technologies Holdco, Inc. filed an amended insider ownership report for director Alexandra Warsh. The amendment states that she uses and is known professionally as Alexandra Steele and updates the filing to reflect her correct legal name. No insider share transactions are reported in this amendment.
Rain Enhancement Technologies Holdco, Inc. filed an amended insider ownership report updating a director’s legal name. The reporting person, previously known professionally as Alexandra Steele, is corrected to her legal name, Alexandra Walsh. The amendment reports no security holdings or transactions.
Rain Enhancement Technologies Holdco, Inc. director and Chief Executive Officer Randy Seidl reported open-market purchases of Class A Common Stock on three consecutive days in May 2026. He purchased 8,514 shares at $1.73 on May 20, 30,000 shares at $2.53 on May 21, and 4,000 shares at $2.58 on May 22, with each reported price disclosed as a weighted average over multiple trades. A footnote also states that Mr. Seidl received a restricted stock award of 602,320 shares, with 50% vesting on January 1, 2026 and 50% scheduled to vest on January 1, 2027, subject to continued employment or service.
Rain Enhancement Technologies Holdco, Inc. reported that on July 16, 2026 it filed a prospectus supplement to its existing shelf registration statement on Form S-3 (File No. 333-297172) with the SEC. The company used this current report to provide the related legal opinion.
The report is being used solely to file the opinion of TCF Law Group, PLLC regarding the legality of the shares covered by the prospectus supplement, included as Exhibit 5.1, along with the firm’s consent as Exhibit 23.1 and an Inline XBRL cover page data file as Exhibit 104.