{"filings":[{"id":945757,"accession_number":"0001213900-26-066794","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2026-06-09T20:15:16+00:00","items":["1.01","3.02","5.02","8.01","9.01"],"status":"ready","headline":"Rain Enhancement converts $4M debt to equity at $2.48/share; issues shares to insiders","summary_kind":"llm","event_type":"debt","confidence":"high","bullets":["RHY Management (affiliate of Chairman Harry You) converted $4M of outstanding debt into 1,612,903 shares of Class A common at $2.48/share.","Issued 50,000 shares to interim CFO Oanh Truong and 490,000 total shares to directors, advisors, and contractor as deferred compensation.","Total shares outstanding after issuance: 10,283,984. Conversion shares locked up until Dec 31, 2026.","Debt conversion reduces outstanding from ~$12.3M to ~$8.3M; shares priced at volume-weighted average price of preceding ten trading days."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":97310,"accession_number":"0001213900-26-043544","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2026-04-14T23:59:59+00:00","items":["4.02"],"status":"ready","headline":"Rain Enhancement restates Q1-Q2 2025 financials over D&O insurance premium accounting error","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["Error: financed $640k D&O premium; assets/liabilities understated by $380,800 in Q1 2025 and $217,600 in Q2 2025.","Restatement to be included in upcoming 2025 Form 10-K; previously issued 10-Qs will not be amended.","Company will report material weaknesses in internal controls and ineffective disclosure controls as of Dec 31, 2025.","Error had no impact on statements of operations, stockholders' deficit, or cash flows.","Audit committee and management discussed the matter with auditor WithumSmith+Brown, PC."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":97309,"accession_number":"0001213900-26-040466","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2026-04-06T23:59:59+00:00","items":["1.01","2.03","9.01"],"status":"ready","headline":"Rain Enhancement Technologies expands insider loan facility to $10M from $7M","summary_kind":"llm","event_type":"debt","confidence":"high","bullets":["Line of credit with RHY Management, an affiliate of chairman Harry You, raised from $7M to $10M effective March 31, 2026.","Interest rate is the greater of 5% per annum or the IRS short-term rate; default rate is 2% above the standard rate.","RHY Management is controlled by Harry You, who owns >10% of both Class A and Class B common stock of the company.","No other changes were made to the original loan agreement dated December 30, 2024."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":111973,"accession_number":"0001213900-26-018852","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2026-02-20T23:59:59+00:00","items":["3.01"],"status":"ready","headline":"Rain Enhancement Tech receives Nasdaq MVLS deficiency notice; 180-day cure until Aug 17, 2026","summary_kind":"llm","event_type":"regulatory","confidence":"high","bullets":["Nasdaq notified Rain on Feb 18, 2026 that MVLS was below $35M for 30 straight business days.","Company has until August 17, 2026 to regain compliance under Listing Rule 5810(c)(3)(C).","To cure, MVLS must close at/above $35M for 10 consecutive business days during period.","Notice not an immediate delisting; shares continue trading on Nasdaq under RAIN and RAINW.","Company plans to monitor MVLS and evaluate options; no assurance of regaining compliance."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":128592,"accession_number":"0001213900-25-126100","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2025-12-29T23:59:59+00:00","items":["5.02","5.07"],"status":"ready","headline":"Rain Enhancement adds David C. Sylvester as independent director, Audit Committee member","summary_kind":"llm","event_type":"leadership","confidence":"high","bullets":["Board expanded from 7 to 8 directors on Dec 22, 2025.","Mr. Sylvester appointed via unanimous written consent of Class B common holders.","He serves as Class II director (term ends at 2027 annual meeting) and joins Audit Committee.","Board determined Sylvester independent under Nasdaq and SEC Rule 10A-3 standards.","Standard Director/Indemnity agreements signed; restricted stock grant deferred."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.2,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":128591,"accession_number":"0001213900-25-122800","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2025-12-17T23:59:59+00:00","items":["5.03","9.01"],"status":"ready","headline":"Rain Enhancement Technologies corrects clerical error in definition of Voting Threshold Date in its Articles","summary_kind":"llm","event_type":"other","confidence":"high","bullets":["Filed Articles of Correction to fix a clerical error in the definition of Voting Threshold Date in the Amended and Restated Articles of Organization.","Correction is effective retroactively to December 19, 2024, the original effective date of the Articles.","No changes were made to any other provisions of the Articles; solely a clerical correction."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.05,"calibrated_materiality_score":0.05,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":128590,"accession_number":"0001213900-25-107392","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2025-11-07T23:59:59+00:00","items":["3.01","7.01","9.01"],"status":"ready","headline":"Rain Enhancement regains Nasdaq compliance, transfers listing to Capital Market","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["Company was non-compliant on market value of listed securities ($50M min) and public float ($15M min) on Nasdaq Global Market.","Nasdaq hearing panel granted continued listing subject to transfer to Nasdaq Capital Market by Oct 20, 2025 and compliance by Oct 31, 2025.","On Nov 5, 2025, Nasdaq confirmed compliance with Capital Market rules (market value of listed securities >= $35M, public float >= $1M).","Listing transferred from Nasdaq Global Market to Nasdaq Capital Market; symbols remain RAIN and RAINW."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.55,"calibrated_materiality_score":0.55,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":145378,"accession_number":"0001213900-25-079948","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2025-08-22T23:59:59+00:00","items":["3.01","7.01","9.01"],"status":"ready","headline":"Rain Enhancement Technologies appeals Nasdaq delisting for failing MVLS and MVPHS rules","summary_kind":"llm","event_type":"regulatory","confidence":"high","bullets":["On Aug 19, 2025, Nasdaq notified Rain it failed to meet $50M MVLS and $15M MVPHS requirements for continued listing.","Company requested a hearing on Aug 21, 2025; suspension and delisting stayed pending hearing outcome.","If appeal fails, securities could be suspended and delisted from Nasdaq Global Market as early as Aug 28, 2025.","Company intends to present a compliance plan at the hearing, but no assurance of success."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.75,"calibrated_materiality_score":0.75,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":145377,"accession_number":"0001213900-25-061533","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2025-07-03T23:59:59+00:00","items":["5.02","9.01"],"status":"ready","headline":"CEO Randall Seidl enters $5.82M retention bonus payable by Dec 2028 or earlier events","summary_kind":"llm","event_type":"leadership","confidence":"high","bullets":["Agreement replaces previously disclosed unsecured note to CEO with a $5,820,000 cash retention bonus.","Bonus payable lump sum on earlier of Dec 31, 2028, termination without cause, or change of control.","Amendment corrects company name to Rain Enhancement Technologies and adds 280G gross-up provision.","Retention bonus subject to clawback policy under Section 10D and Rule 10D-1 of the Exchange Act."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":163776,"accession_number":"0001213900-25-029433","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2025-04-07T23:59:59+00:00","items":["5.02","9.01"],"status":"ready","headline":"Rain Enhancement expands board to 7, appoints Peperzak and Reardon; adopts director comp plan","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["Board increased from 5 to 7; Marcus Peperzak and Robert Reardon appointed as independent directors, effective April 1, 2025.","Peperzak (Class II, term to 2026) and Reardon (Class I, term to 2025) will both serve on the Audit Committee.","Adopted Director Agreement: $50,000 annual cash retainer ($12,500/quarter) and $100,000 annual restricted stock grant, one-year vest.","Existing directors Lyman Dickerson gets initial $2M restricted stock grant (3-year vest); Christopher Riley gets $50k annual grant; Alexandra Steele standard terms.","All restricted stock grants deferred by the board; Director Agreements effective April 4, 2025."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":181647,"accession_number":"0001213900-25-016645","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2025-02-24T23:59:59+00:00","items":["3.01","9.01"],"status":"ready","headline":"Nasdaq notifies Rain Enhancement of non-compliance with two listing rules","summary_kind":"llm","event_type":"regulatory","confidence":"high","bullets":["Market value of listed securities (MVLS) below $50M threshold for 30 consecutive days ended Feb 14, 2025.","Market value of publicly held securities (MVPHS) below $15M threshold for same period.","Company has 180 calendar days (until Aug 18, 2025) to regain compliance for both rules.","If non-compliance persists, company may transfer to Nasdaq Capital Market or face delisting.","Securities continue trading on Nasdaq under symbols RAIN and RAINW."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.6,"calibrated_materiality_score":0.6,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":181646,"accession_number":"0001213900-25-009111","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2025-02-03T23:59:59+00:00","items":["5.02","7.01","9.01"],"status":"ready","headline":"Rain Enhancement Tech appoints Randy Seidl as CEO; Christopher Riley steps down as Co-CEO","summary_kind":"llm","event_type":"leadership","confidence":"high","bullets":["Christopher Riley resigned as Co-CEO effective Jan 30, 2025; remains on the board of directors.","Randy Seidl, previously Co-CEO since Jan 2, 2025, appointed sole CEO as of Jan 30, 2025.","Riley receives $124,500 in 18 monthly installments plus 10,000 conditional shares of Class A common stock.","Director J. Eric Smith resigned Jan 31, 2025, not due to any disagreement with the company.","Seidl brings 30+ years experience from HP, Sun Microsystems, EMC; serves on Ondas Holdings (ONDS) board."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":181645,"accession_number":"0001213900-25-001708","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2025-01-07T23:59:59+00:00","items":["1.01","5.02","2.01","3.02","9.01","2.03","3.03","5.03","5.01","5.05","5.06"],"status":"ready","headline":"Rain Enhancement Technologies completes SPAC merger with Coliseum Acquisition, begins trading on Nasdaq","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["SPAC merger closed Dec 31, 2024; new company Holdco trades as RAIN/RAINW on Nasdaq.","~207,510 public shares redeemed at ~$11.41 each, withdrawing ~$2.37M from trust.","PIPE investment of ~$1.35M from insiders at ~$11.39/share; affiliates of You, Dacier, Dickerson.","Line of credit with RHY (Harry You affiliate) for up to $10.1M (including $3.1M rollover) at 5% interest, 2-year maturity.","Founders (You, de Masi, Dacier) subject to 2-year lock-up; Meteora forward purchase for up to 750k shares, prepaid ~$4.1M."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":198427,"accession_number":"0001104659-24-132823","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2024-12-31T23:59:59+00:00","items":["7.01","9.01"],"status":"ready","headline":"Rain Enhancement Technologies completes SPAC merger with Coliseum; to list on Nasdaq Jan 2","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["Business combination with Coliseum Acquisition Corp. completed; RAIN and RAINW to trade Jan 2, 2025.","Randy Seidl appointed Co-CEO effective Jan 2; will work with Chris Riley through transition.","Company develops ionization rainfall generation technology; 16% additional rainfall in Oman trial.","Targets water scarcity solutions for energy, agriculture, logistics, and governments globally.","Board includes Christopher Riley, Randy Seidl, Harry You, Alexandra Steele, Lyman Dickerson, J. Eric Smith."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":198426,"accession_number":"0001104659-24-132552","cik":2028293,"company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAIN","form_type":"8-K","filed_at":"2024-12-30T23:59:59+00:00","items":["1.01","9.01"],"status":"ready","headline":"Rain Enhancement Tech Holdco enters PIPE agreements for $950k in connection with SPAC merger","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["Entered PIPE subscription agreements for 83,429 shares at ~$11.39/share, aggregate $950,000.","PIPE investors include existing RET and Coliseum shareholders and designees to the post-combination board.","Of the total, $800,000 (70,256 shares) expected to close at the business combination closing date.","Remaining $150,000 (13,173 shares) to close after the business combination closing.","Coliseum shareholders approved the business combination on December 23, 2024."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"market_cap_usd":20144527.87012987,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null}],"next_cursor":null}