RAIN 8-K
Rain Enhancement Technologies Holdco, Inc. (RAIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on February 18, 2026, 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 17, 2026, the Company’s market value of listed securities (“MVLS”) closed below the $35,000,000 MVLS threshold required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had 180 calendar days, or until August 17, 2026, to regain compliance with each of the MVLS Rule.
On August 18, 2026, the Company received a notice (the “Notice”) from the Staff indicating that the Company had not regained compliance with the MVLS Rule and, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on August 27, 2026.
The Company submitted its timely request for a hearing before the Panel on August 21, 2026, to request additional time to regain compliance with the MVLS Rule. The Company expects that its hearing request will result in a stay of any suspension or delisting action pending the hearing. However, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance within any period of time that may be granted by the Panel. The Company is considering all options available to it to regain compliance with all applicable listing rules.
Forward Looking Statements
Certain information contained in this report consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “would,” “will,” “expects,” “intends,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Panel will grant the Company’s request for continued listing, or any relief from delisting, or that the Company will be able to achieve compliance with Nasdaq listing rules within any period of time that may be granted by the Panel. Additional factors that could cause actual results to differ from the forward-looking statements herein include potential adverse effects on the Company’s business related to the disclosures made in this Current Report on Form 8-K, or the initiation of new legal proceedings, volatility of the Company’s stock price, and the other risk factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.
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SIGNATURES
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.
| Date: August 21, 2026 | RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. | |
| By: | /s/ Oanh Truong | |
| Name: | Oanh Truong | |
| Title: | Interim Chief Financial Officer | |
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