Every 8-K that Rain Enhancement Technologies Holdco, Inc. (RAIN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RAIN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RAIN filings page.
Rain Enhancement Technologies Holdco, Inc. (RAIN) entered into a binding letter of intent with Tensor Networks, Inc. for a proposed all-stock combination that would place Tensor Networks in RAIN’s publicly traded holding-company structure. Tensor Networks’ equity holders are expected to own approximately 90% of the combined company’s fully diluted equity and RAIN’s existing shareholders approximately 10%, before dilution from the contemplated PIPE Financing. The parties have agreed to negotiate Tensor Networks’ pre-money equity value on a cash-free, debt-free basis.
RAIN and Tensor Networks will seek equity or equity-linked PIPE financing, with net proceeds expected to fund Tensor Networks’ growth and working capital. A condition in Tensor Networks’ favor requires at least $25 million in gross proceeds from the PIPE and other sources before transaction expenses and RAIN’s debt restructuring. Closing is anticipated in the first quarter of 2027, subject to shareholder approval, a definitive agreement, due diligence, Nasdaq listing approvals and other conditions; either party may terminate if no definitive agreement is signed by November 20, 2026, unless extended by mutual consent.
After closing, Rain Enhancement Technologies, Inc. and Tensor Networks would remain separate wholly owned subsidiaries. Eric Frazier would become RAIN’s CEO, and Randy Seidl would become President.
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. 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.
Rain Enhancement Technologies Holdco, Inc. entered into a Sales Agreement with Needham & Company, LLC that allows it to sell shares of Class A common stock in an at-the-market offering with an aggregate offering price of up to $3,513,524. Sales will be made under a Form S-3 registration statement, using a base prospectus and a related prospectus supplement, after the registration statement is declared effective and specific share amounts and pricing parameters are authorized by the board. Needham will act as sales agent, using commercially reasonable efforts, and may receive up to 3.0% of the gross sales price as compensation. The company intends to use any net proceeds primarily for working capital, capital expenditures and other general corporate purposes, and can suspend or terminate the program at any time.
Rain Enhancement Technologies Holdco, Inc. converted debt owed to an insider affiliate into equity and issued additional shares for compensation. On June 5, 2026, RHY Management LLC exchanged $4,000,000 of company debt for 1,612,903 shares of Class A common stock at $2.48 per share under an Agreement to Convert Debt to Equity. These shares are locked up until the earlier of December 31, 2026 or a change-of-control type transaction. The company also issued 50,000 shares to interim CFO Oanh Truong and 490,000 shares to directors, an advisor, and an independent contractor as deferred compensation under the 2024 Equity Incentive Plan. After these issuances, 10,283,984 Class A shares were outstanding as of June 5, 2026.
Rain Enhancement Technologies Holdco, Inc. announced that investors should no longer rely on its previously issued unaudited financial statements for the quarters ended March 31, 2025 and June 30, 2025 because of an error in accounting for financed D&O insurance premiums.
The company financed $640,000 of directors and officers insurance on January 2, 2025 but failed to record a related liability and prepaid expense at that time. It believes the error understated both assets and liabilities by $380,800 in the first quarter Form 10‑Q and $217,600 in the second quarter Form 10‑Q, affecting only the balance sheets.
The company plans to present restated balance sheet line items for March 31, 2025 and June 30, 2025 in its upcoming Form 10‑K for the year ended December 31, 2025 instead of amending the prior 10‑Qs. It will also disclose material weaknesses in internal control over financial reporting and report that its disclosure controls and procedures were ineffective as of December 31, 2025, while describing ongoing remediation efforts.
Rain Enhancement Technologies Holdco, Inc. entered into an amended loan agreement with RHY Management LLC, an affiliate of its chairman and >10% shareholder, effective March 31, 2026. The amendment increases the Company’s related-party line of credit from $7,000,000 to $10,000,000.
The line of credit bears interest at the greater of 5% per annum or the applicable IRS short‑term rate for the month of each drawdown, payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by the principal multiplied by the defined Default Rate, and during an event of default the balance accrues interest at 2% above the regular interest rate.
Rain Enhancement Technologies Holdco, Inc. received a Nasdaq notice on February 18, 2026 that its market value of listed securities had stayed below $35,000,000 for 30 consecutive business days through February 17, 2026, violating Nasdaq Listing Rule 5550(b)(2).
The company has 180 calendar days, until August 17, 2026, for its market value of listed securities to close at or above $35 million for at least ten consecutive business days to regain compliance. If it fails, its securities could be subject to delisting, though it would have the right to appeal. The notice does not immediately affect trading, and the company’s common stock and warrants continue to trade on Nasdaq under the symbols “RAIN” and “RAINW”.
Rain Enhancement Technologies Holdco, Inc. reported that on December 15, 2025 it filed Articles of Correction with the Secretary of the Commonwealth of Massachusetts. The filing corrects a clerical error in the definition of the “Voting Threshold Date” in the company’s Amended and Restated Articles of Organization dated December 19, 2024. The Articles of Correction are effective as of December 19, 2024, matching the original effective date of the amended charter documents.
Rain Enhancement Technologies Holdco, Inc. (RAIN) announced it has regained compliance with Nasdaq listing requirements. Nasdaq also approved the Company’s application to “phase down” its listing from the Nasdaq Global Market to the Nasdaq Capital Market.
The Company’s Class A common stock will continue to trade under the symbol RAIN, and its redeemable warrants will continue under RAINW. Nasdaq’s confirmation of compliance was communicated on November 5, 2025, and the Company furnished a press release on November 7, 2025.
This update preserves the Company’s Nasdaq listing while moving to a market tier designed for smaller issuers, with no change to trading symbols.