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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
The Class A Common Stock was issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction by an issuer not involving a public offering. Following the issuance of Class A Common Stock pursuant to the Conversion Agreement and the grants of Class A Common Stock made to officers, directors, advisors, and consultants described in Items 5.02 and 8.01 below, as of June…
Entry into a Material Definitive Agreement On June 5, 2026, Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the “ Company ”), entered into an Agreement to Convert Debt to Equity (the “ Conversion Agreement ”) with RHY Management LLC (“ RHY ”), a lender to the Company and an affiliate of Harry You, the Company’s Chairman and a greater than 10% shareholder. Pursuant to the Conversion Agreement, on June 5, 2026, RHY exchanged an aggregate of $4,000,000 of indebtedness ow…
The filing pertains to a compensatory arrangement under an equity incentive plan.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On April 11, 2026, the audit committee (the “Audit Committee”) of the board of directors of Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the “Company”), in consultation with management, determined that the Company’s previously issued unaudited condensed consolidated financial statements contained in its (i) Quarterly Report on Form 10-Q as of and for the th…
Entry into a Material Definitive Agreement. Effective as of March 31, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) and RHY Management LLC, an affiliate of Harry You, the Company’s chairman and a beneficial owner of more than 10% of the Company’s Class A common stock and Class B common stock, (“RHY”) entered into an amendment (the “Loan Agreement Amendment”) to that certain Loan Agreement between RHY and the Company, dated as of December 30, 2024 (the “Loan Agreement”), inc…
to the extent required herein. As previously disclosed, the LOC bears interest at the greater of 5% per annum or the applicable IRS short-term rate in the month of each drawdown (“Interest Rate”), payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by an amount equal to the principal multiplied by the Default Rate (as defined below). If an event of default has occurred and is continuing, then upon written notice by RHY to the Company, the outstanding pri…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 18, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 17, 2026, the Company’s market value of listed securities (“MVLS”) closed below the $35,000,000 threshold requi…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 22, 2025, the board of directors (“Board”) of Rain Enhancement Technologies Holdco, Inc. (the “Company”) increased the size of the Board from seven to eight directors. Also on December 22, 2025, pursuant to the terms of the Company’s Amended and Restated Articles of Organization and the Company’s Bylaws, the holders of the Company’s Cla…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 5, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”), received a letter from the Staff of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has demonstrated compliance with the listing rules of the Nasdaq Capital Market. On October 21, 2025, Nasdaq approved the Company’s application to “phase down” the listing of its Class A common stock and warrants…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on February 18, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 14, 2025, the Company’s market value of listed securities (“MVLS”) clos…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 27, 2025, Rain Enhancement Technologies, Inc. (“RET”), a wholly-owned subsidiary of Rain Enhancement Technologies Holdco, Inc. (the “Company”, and together with RET and the Company’s other subsidiaries, the “Company Group”), and Randall Seidl, the Company’s Chief Executive Officer (the “CEO”), entered into an amendment to the employment agr…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 1, 2025, the board of directors (the “Board”) of Rain Enhancement Technologies Holdco, Inc. (the “Company”), increased the size of the Board from five to seven directors and appointed Mr. Marcus Peperzak and Mr. Robert Reardon to the Board to fill the resulting vacancies. Mr. Reardon was appointed to serve as a Class I director with a term…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 18, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 14, 2025, the Company’s market value of listed securities (“MVLS”) closed below the $50,000,000…
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 1 Forward-Looking Statements The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 29, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”), Rain Enhancement Technologies, Inc. (“RET”), and Christopher Riley entered into a letter agreement whereby Mr. Riley resigned as Co-Chief Executive Officer of the Company and RET effective as of January 30, 2025 (the “Termination Letter”). Pursuant to the Termination L…
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