Rain Enhancement Technologies Holdco, Inc. (RAIN): Form 8-K filed 2026-11-13
- Accepted by EDGAR
- 2026-11-13 09:18 ET
- Event date
- 2026-11-12
- Accession no.
- 0001213900-26-119274
- Original filing
- SEC EDGAR filing index
AI summary of the filing text. It can contain mistakes; the original filing is authoritative.
RAIN signs definitive merger agreement with Tensor Networks
RAIN entered an all-stock merger agreement with Tensor Networks on November 12, 2026, under which Tensor Networks would become a wholly owned subsidiary. Closing is expected in February 2027, subject to shareholder and Nasdaq approvals, a minimum gross-proceeds condition and other requirements. No definitive financing agreements have been entered into.
- The exchange ratio assumes a valuation of RAIN at $20 million and Tensor Networks at $180 million.
- Tensor holders are expected to own approximately 90% and RAIN holders approximately 10%, before financing and added incentive reserves.
- Tensor Networks’ closing obligation requires at least $25 million in gross proceeds from financing and other sources.
- At closing, Eric Frazier would become RAIN’s Chief Executive Officer and Randy Seidl would become President.
merger acquisitionfinancingexecutive change
Items reported
- Item 1.01: Entry into a Material Definitive Agreement
The company signed a material agreement outside the ordinary course of business, or materially amended one. Typical examples are credit agreements, merger agreements, large supply or licensing contracts and financing arrangements. - Item 3.02: Unregistered Sales of Equity Securities
The company sold equity securities in a transaction not registered under the Securities Act, such as a private placement, above a size threshold. - Item 3.03: Material Modifications to Rights of Security Holders
The rights of holders of a class of the company's securities were materially modified, for example by a charter amendment, a rights plan or a reverse stock split. - Item 5.07: Submission of Matters to a Vote of Security Holders
The company reports the results of a shareholder meeting: each matter voted on and the votes cast for, against, abstaining and broker non-votes. - Item 7.01: Regulation FD Disclosure
The company is making information public under Regulation FD, which requires broad public disclosure of material information shared with certain market participants. Investor presentations and press releases are common. Like Item 2.02, this information is generally "furnished" rather than "filed". - Item 9.01: Financial Statements and Exhibits
Lists the financial statements, pro forma information and exhibits filed with the report. It almost always accompanies another Item and is rarely news on its own.
Documents
| Type | Description | Document |
|---|---|---|
| 8-K | CURRENT REPORT | ea0311946-8k425_rain.htm |
| EX-2.1 | AGREEMENT AND PLAN OF MERGER, DATED NOVEMBER 12, 2026, BY AND AMONG RAIN ENHANCE | ea031194601ex2-1.htm |
| EX-10.1 | FORM OF RAIN SHAREHOLDER SUPPORT AGREEMENT, DATED NOVEMBER 12, 2026, ENTERED INT | ea031194601ex10-1.htm |
| EX-10.2 | TENSOR SUPPORT AGREEMENT, DATED NOVEMBER 12, 2026, BY AND AMONG RAIN ENHANCEMENT | ea031194601ex10-2.htm |
| EX-10.3 | FORM OF LOCK-UP AGREEMENT | ea031194601ex10-3.htm |
| EX-10.4 | FORM OF VOTING AGREEMENT | ea031194601ex10-4.htm |
| EX-99.1 | JOINT PRESS RELEASE DATED NOVEMBER 12, 2026, FURNISHED HEREWITH | ea031194601ex99-1.htm |
The summary above was generated by AI from the filing text and checked automatically against it. Read the original documents on SEC EDGAR. How to read an 8-K.