Rain Enhancement Technologies Holdco, Inc. 8-K

What Happened

• Rain Enhancement Technologies Holdco, Inc. announced on June 5, 2026 that it converted $4,000,000 of debt owed to RHY Management LLC (an affiliate of Chairman and >10% shareholder Harry You) into 1,612,903 shares of Class A common stock under an Agreement to Convert Debt to Equity. The conversion price was the 10-day volume-weighted average price of $2.48 per share.
• On the same date the company issued a total of 540,000 shares of Class A common stock under its 2024 Equity Incentive Plan as payment of deferred compensation: 490,000 shares to directors, advisors and a contractor (detailed below) and 50,000 shares to interim CFO Oanh Truong.

Key Details

• Debt conversion: $4,000,000 → 1,612,903 shares at $2.48 VWAP (10 trading days prior); effective June 5, 2026.
• Lock-up: RHY agreed via a joinder that the converted shares are restricted from transfer until the earlier of December 31, 2026 or a company liquidity/transaction event.
• Compensation issuances (all June 5, 2026): total 540,000 shares issued under the 2024 Equity Incentive Plan — directors Lyman Dickerson, Alexandra Steele, Robert Reardon, Marcus Peperzak (80,000 each); Christopher Riley (50,000); David Sylvester (40,000); Scott Morris (50,000); Christopher Monroe (30,000); plus Oanh Truong (50,000).
• RHY Management LLC is an affiliate of Chairman Harry You, a significant insider.

Why It Matters

• Balance sheet and capitalization: Converting $4.0M of debt to equity reduces the company’s liabilities but increases outstanding shares, which can dilute existing shareholders. Investors should note the share increase from this conversion and the compensation issuances.
• Insider involvement and lock-up: The lender is affiliated with the chairman, and the converted shares are subject to a lock-up through Dec 31, 2026 (or earlier on a liquidity event), which limits immediate insider selling but still expands insider ownership.
• Cash conservation: Paying deferred director/advisor compensation in stock preserves cash but further increases equity outstanding. There are no operating results or earnings reported in this filing.