Rain Enhancement Technologies Holdco, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
RAIN$0.50-6.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001213900-25-076727
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001213900-25-110062
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 104 previous paragraphs and 89 current paragraphs.
61 unchanged; 20 reworded; 8 added; 20 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Business Developments
Current report
In October 2025, we announced preliminary field observations from a fog-mitigation pilot conducted in Australia using our WETA platform. The observations suggested ionization may influence fog dissipation under certain atmospheric conditions. Based on these results, we plan to conduct expanded, instrumented pilot programs in 2026 in Oregon, California, Utah and Colorado to further evaluate performance across different fog types and use cases, and we are also exploring the potential application of our technology to snow enhancement. These activities remain in the research and development stage and are not expected to generate material revenue until validation and commercialization.
Current report
In the beginning of the fourth quarter of 2025, we began installing our first two fully built rain generation systems in the United States, which are expected to be placed in service in November 2025 upon completion of installation.
Current report
On August 19, 2025, we received a notice (the “Notice”) from the Staff indicating that we had not regained compliance with either the MVLS Rule or the MVPHS Rule and, unless we timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), our securities would be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on August 28, 2025.
Current report
We submitted its timely request for a hearing before the Panel on August 21, 2025, to request additional time to regain compliance with the MVLS Rule and the MVPHS Rule. As part of the compliance plan submitted to the Panel, we requested a transfer of our listing from the Nasdaq Global Market to the Nasdaq Capital Market. A hearing before the Panel was held on September 18, 2025 and on October 14, 2025, the Panel granted our request for continued listing on Nasdaq, subject to our application to transfer our listing from the Nasdaq Global Market to the Nasdaq Capital Market on or before October 20, 2025, and our demonstration of compliance with all listing rules of the Nasdaq Capital Market on or before October 31, 2025.
Current report
We applied for listing on the Nasdaq Capital Market and demonstrated compliance with all of the listing rules of the Nasdaq Capital Market, and Nasdaq approved the listing of our securities on the Nasdaq Capital Market. In connection with the approval of our application, the listing qualifications staff of Nasdaq indicated that our previously disclosed deficiencies are cured.
Current report
Our Class A common stock and warrants will continue to trade under the symbol “RAIN” and “RAINW”, respectively. This transfer does not affect our business operations, which continue as normal.
Current report
On April 1, 2025, the Board 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.
Removed paragraphs (20)
Previous report
Business Combination Updates
Previous report
On the Closing Date, Coliseum, RWT, Holdco, Merger Sub 1, and Merger Sub 2 consummated the Business Combination pursuant to the terms of the Business Combination Agreement. Following the Closing, Holdco holds all of the equity interests of RWT and Merger Sub 1.
Previous report
The Business Combination was treated as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Coliseum was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of RWT issuing stock for the net assets of Coliseum, accompanied by a recapitalization. The net assets of Coliseum were stated at historical cost, with no goodwill or other intangible assets recorded.
Previous report
Our common stock and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “RAIN” and “RAINW”, respectively, on January 2, 2025.
Previous report
PIPE Subscriptions Receivable
Previous report
On February 6, 2025, we received $650,000 of the PIPE investment subscription receivable jn connection with the Business Combination as described in our Annual Report on Form 10-K filed with the SEC on April 16, 2025.
Previous report
Forward Purchase Agreement with Meteora
Previous report
Also in connection with the Business Combination, on December 30, 2024, we entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Meteora Capital Partners, LP and affiliated funds (“Meteora”) for an OTC equity prepaid forward transaction as described in our Annual Report on Form 10-K filed with the SEC on April 16, 2025.
Previous report
We determined that the prepaid Forward Purchase Agreement is a hybrid instrument with an embedded derivative (forward purchase contract), which meets the definition of a derivative and does not meet the criteria for the derivative accounting scope exception in ASC 815. As such, the embedded derivative is recognized initially and subsequently at fair value, with changes in fair value reported in earnings in accordance with ASC 815. Because the bifurcated embedded derivative is a forward contract, it must have an initial fair value of zero. As a result, the prepayment amount was allocated entirely to the host contract, which represents a receivable classified as contra-equity. Any shares issued under the Forward Purchase Agreement were accounted for and classified as issued and outstanding for accounting purposes.
Previous report
Until the earlier of 1) the maturity date, and 2) the date that gross proceeds from the sale of the shares by Meteora equal 100% of the “Prepayment Shortfall”, we recognize a liability for the Prepayment Shortfall at fair value, with subsequent changes in fair value recognized in our unaudited condensed consolidated statements of operations each reporting period until the Maturity Date. As of June 30, 2025 and December 31, 2024, the value of the shortfall payment liability at its maximum value of approximately $21,000 remained unchanged.
Previous report
Appointment of Directors
Previous report
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have 180 calendar days, or until August 18, 2025, to regain compliance with the MVLS Rule. The MVLS Notice notes that, to regain compliance, our MVLS must close at or above $50,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. The MVLS Notice further notes that if we are unable to satisfy the MVLS requirement prior to such date, we may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that we then satisfy the requirements for continued listing on that market). If we do not regain compliance by the end of the MVLS Compliance Period, Nasdaq staff will provide written notice to us that our securities are subject to delisting. At that time, we may appeal any such delisting determination to a hearings panel.
Previous report
In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have 180 calendar days, or until August 18, 2025, to regain compliance with the MVPHS Rule. The MVPHS Notice notes that, to regain compliance, our MVPHS must close at or above $15,000,000 for a minimum of ten consecutive business days during the MVPHS Compliance Period. The MVPHS Notice further notes that if we are unable to satisfy the MVPHS requirement prior to such date, we may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that we then satisfy the requirements for continued listing on that market). If we do not regain compliance by the end of the MVPHS Compliance Period, Nasdaq staff will provide written notice to us that our securities are subject to delisting. At that time, we may appeal any such delisting determination to a hearings panel.
Previous report
The MVLS Notice and MVPHS Notice are notifications of deficiency, not of imminent delisting, and have no immediate effect on the listing of our securities. Our Class A Common Stock and Warrants continue to trade on Nasdaq under the symbols “RAIN” and “RAINW”, respectively.
Previous report
We intend to actively monitor our MVLS and MVPHS between now and August 18, 2025, and may, if appropriate, evaluate available options to resolve the deficiencies and regain compliance with the MVLS Rule and MVPHS Rule. While we are exercising diligent efforts to maintain the listing of our securities on Nasdaq, there can be no assurance that we will be able to regain or maintain compliance with Nasdaq listing standards.
Previous report
Departure of Co-Chief Executive Officer
Previous report
On January 29, 2025, Holdco, RWT and Christopher Riley entered into a letter agreement whereby Mr. Riley resigned as Co-Chief Executive Officer of our company and RWT effective as of January 30, 2025 (the “Termination Letter”).
Previous report
Mr. Riley’s decision to resign as Chief Executive Officer was not the result of any disagreement with our company or our board of directors, including any matters relating to our operations, polices, accounting practices or financial reporting. Mr. Riley will remain as a member of our board of directors.
Previous report
As previously announced, we appointed Randall Seidl to serve as Co-Chief Executive Officer effective as of January 2, 2025. Following the resignation of Mr. Riley, Mr. Seidl is our sole Chief Executive Officer.
Previous report
As described above, we are planning and preparing for the installation of our system at our first location in the third quarter of 2025. This process will include securing the services of a consultant in the area. We will collaborate with the consultant to obtain all necessary building permits, which we anticipate will be similar to those required for cell tower installations and should be acquired efficiently and at a reasonable cost.
Reworded paragraphs (20)
Previous wording
We are combining unique expertise and personnel to develop, improve and undertake efforts to commercialize ionization rainfall generation technology that enhances rainfall when conditions are appropriate in the atmosphere. We are building our core platform with software, meteorology, hardware, product design and operations to make rainfall generation more dependable. We aim to improve the existing rainfall generation technologies by introducing robust measurement tools, including automation technology, rain gauges, and weather stations, to more precisely quantify the positive water benefit it expects to deliver to millions globally.
Current wording
We are combining unique expertise and personnel to develop, improve and undertake efforts to commercialize ionization rainfall generation technology that enhances rainfall when conditions are appropriate in the atmosphere. We are building our proprietary Weather Enhancement Technology Array (“WETA”) platform with software, meteorology, hardware, product design and operations to make rainfall generation more dependable. We aim to improve the existing rainfall generation technologies by introducing robust measurement tools, including automation technology, rain gauges, and weather stations, to more precisely quantify the positive water benefit it expects to deliver to millions globally.
Previous wording
We intend to develop, invent, improve, manufacture, commercialize and operate technologies that enhance rainfall and elevate water reserves. We believe that our future services will yield potable water that can be used for all purposes. The projected cost (not including land costs, which are still being determined) and energy requirements for our future technology are modest on a per gallon basis for communities and ecosystems, estimated to be $0.10 per cubic meter, less than other alternative technologies. We aim to enhance agricultural, industrial and household water supplies for all the communities in which we operate by developing technology and services to serve governmental and commercial clients’ needs in creating water resiliency and abundancy.
Current wording
We aim to develop, invent, improve, manufacture, commercialize and operate technologies that enhance rainfall and elevate water reserves. We believe that our future services will yield potable water that can be used for all purposes. The projected cost (not including land costs, which are still being determined) and energy requirements for our future technology are modest on a per gallon basis for communities and ecosystems, estimated to be $0.10 per cubic meter, less than other alternative technologies. We aim to enhance agricultural, industrial and household water supplies for all the communities in which we operate by developing technology and services to serve governmental and commercial clients’ needs in creating water resiliency and abundancy.
Previous wording
On February 18, 2025, we received the MVLS Notice from Nasdaq which notified the Company that, for the 30 consecutive business days ended February 14, 2025, our MVLS closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A).
Current wording
On February 18, 2025, we received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified us that, for the 30 consecutive business days ended February 14, 2025, our market value of listed securities (“MVLS”) closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). Also on February 18, 2025, we received written notice (the “MVPHS Notice”) from the Staff that for the 30 consecutive business days ended February 14, 2025, our market value of publicly held securities (“MVPHS”) closed below the $15,000,000 MVPHS threshold required for continued listing on Nasdaq under Nasdaq Listing Rule 5450(b)(2)C) (the “MVPHS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we had 180 calendar days, or until August 18, 2025, to regain compliance with each of the MVLS Rule and the MVPHS Rule.
Previous wording
RWT has two fully built rain generation systems. The systems were built by a leading ionization rainfall generation engineer, and have undergone rigorous evaluation, testing, and documentation. These units arrived in the U.S. in July 2025 and we expect to execute our first client contract and begin the installation process in the third quarter of 2025.
Current wording
RWT has two fully built rain generation systems. The systems were built by a leading ionization rainfall generation engineer, and have undergone rigorous evaluation, testing, and documentation. These units arrived in the US in September 2025, and we began the installation process during the third quarter of 2025. Installation is expected to be completed in November 2025, at which point the units will be placed in service.
Previous wording
In March 2025, we began planning the development of ten additional rain generation systems for deployment in new locations and we expect to begin the installation process in 2026. While we have begun documenting the sourcing, manufacturing, and building processes, we will collaborate with highly skilled technical advisors to develop a step-by-step training manual that can be scaled as our system volume increases. While systematically documenting the process, we will also explore ways to enhance efficiency and scalability, such as reviewing the bill of materials to domesticate component sourcing and initiating the request-for-proposal process with prospective U.S.-based manufacturers.
Current wording
We have also reached the near final stage of development of ten additional rain generation systems for deployment in new locations and we expect to begin the installation process in 2026. While we have begun documenting the sourcing, manufacturing, and building processes, we will collaborate with highly skilled technical advisors to develop a step-by-step training manual that can be scaled as our system volume increases. While systematically documenting the process, we will also explore ways to enhance efficiency and scalability, such as reviewing the bill of materials to domesticate component sourcing and initiating the request-for-proposal process with prospective U.S.-based manufacturers. We are actively hiring and plan to recruit additional personnel to support sales, and operations.
Previous wording
Once the rain generation systems are installed at our first location, we will aim to begin development of a rain gauge with our intellectual property to assist with automating the operation of both the installed system and future systems based on local weather conditions.
Current wording
Concurrent with placing our units into service, we are developing a rain gauge with our intellectual property to assist with automating the operation of both the installed system and future systems based on local weather conditions.
Previous wording
As of June 30, 2025, we had approximately $16,000 in cash and had a working capital deficit of approximately $8.3 million. We expect to continue incurring expenses as we scale our operations and begin to generate revenue. While we intend to fund future operations using available capacity under our line of credit (“LOC”) and projected cash flows from operations, the absence of revenue to date raises substantial doubt about its ability to continue as a going concern.
Current wording
As of September 30, 2025, we had approximately $237,000 in cash and had a working capital deficit of approximately $10.1 million. We expect to continue incurring expenses as we scale our operations and begin to generate revenue. While we intend to fund future operations using available capacity under our line of credit (“LOC”) and projected cash flows from operations, the absence of revenue to date raises substantial doubt about its ability to continue as a going concern.
Previous wording
For the three months ended June 30, 2025, we had net loss of approximately $953,000, which consisted of general and administrative expenses of approximately $1.1 million (primarily related to personnel costs, professional services including quarterly audit, marketing, and other corporate operating expenses), amortization expenses of approximately $3,000, a loss due to change in fair value of warrant liability of $72,500, and interest expenses and minimal tax expenses and interest income from operating account of approximately $34,000, partially offset by gain from settlement with vendor of approximately $226,000.
Current wording
For the three months ended September 30, 2025, we had net loss of approximately $2.2 million, which consisted of general and administrative expenses of approximately $1.5 million (primarily related to personnel costs, stock based compensation expenses, professional services including quarterly audit, marketing, and other corporate operating expenses), installation costs of approximately $56,000, research and development expenses of approximately $46,000, amortization expenses of approximately $3,000, a loss due to change in fair value of warrant liability of $312,500, and net interest expenses and interest income from operating account of approximately $243,000.
Previous wording
For the six months ended June 30, 2025, we had net loss of approximately $2.4 million, which consisted of general and administrative expenses of approximately $2.4 million (primarily related to personnel costs, professional services including annual audit, marketing, and other corporate operating expenses), amortization expenses of approximately $6,000, a loss due to change in fair value of warrant liability of $162,500, and interest expenses and minimal tax expenses and interest income from operating account of approximately $81,000, partially offset by gain from settlement with vendor of approximately $226,000.
Current wording
For the nine months ended September 30, 2025, we had net loss of approximately $4.6 million, which consisted of general and administrative expenses of approximately $3.9 million (primarily related to personnel costs, stock based compensation expenses, professional services including annual audit, marketing, and other corporate operating expenses), installation costs of approximately $74,000, research and development expenses of approximately $48,000, amortization expenses of approximately $9,000, a loss due to change in fair value of warrant liability of $475,000, and interest expenses and minimal tax expenses and interest income from operating account of approximately $323,000, partially offset by gain from settlement with vendor of approximately $226,000.
Previous wording
For the three months ended June 30, 2024, we had net loss of approximately $325,000, which consisted of general and administrative expenses of approximately $315,000, amortization expenses of approximately $3,000 and interest expense in connection with the note payable to related parties of approximately $7,000.
Current wording
For the three months ended September 30, 2024, we had net loss of approximately $3.0 million, which consisted of general and administrative expenses and minimal amortization expenses of approximately $3,000 and interest expense in connection with the note payable to related parties of approximately $7,000.
Previous wording
For the six months ended June 30, 2024, we had net loss of approximately $356,000, which consisted of general and administrative expenses of approximately $335,000, amortization expenses of approximately $6,000 and interest expense in connection with the note payable to related parties of approximately $15,000.
Current wording
For the nine months ended September 30, 2024, we had net loss of approximately $3.4 million, which consisted mainly of general and administrative expenses of approximately $3.3 million, amortization expenses of approximately $9,000 and tax and interest expenses in connection with the note payable to related parties of approximately $22,000.
Previous wording
For the six months ended June 30, 2025, net cash used in operating activities was approximately $1.4 million, net cash used in investing activities was approximately $613,000, and net cash provided by financing activities was approximately $2.0 million. Net loss of approximately $2.4 million, and gain from settlement with vendor of approximately $226,000, partially offset by changes in operating assets and liabilities of approximately $39,000, amortization expense of approximately $6,000, approximately $1.1 million paid by related parties on behalf of RWT, and change in fair value of warrant liability of $162,500, resulted in approximately $1.4 million of net cash used in operating activities. Cash used in investing activities consisted solely of payment for building Equipment of approximately $613,000. Cash provided by financing activities resulted from proceeds from payment of subscription receivable of $650,000 and proceeds from drawdowns under the LOC of approximately $1.3 million.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities was approximately $1.6 million, net cash used in investing activities was approximately $858,000, and net cash provided by financing activities was approximately $2.7 million. Net loss of approximately $4.6 million, and gain from settlement with vendor of approximately $226,000, partially offset by changes in operating assets and liabilities of approximately $952,000, amortization expense of approximately $9,000, approximately $1.5 million paid by related parties on behalf of RWT, stock-based compensation expenses of approximately $349,000, and change in fair value of warrant liability of $475,000, resulted in approximately $1.6 million of net cash used in operating activities. Cash used in investing activities consisted solely of payment for building Equipment of approximately $858,000. Cash provided by financing activities resulted from proceeds from payment of subscription receivable of $650,000 and proceeds from drawdowns under the LOC of approximately $2.0 million.
Previous wording
For the six months ended June 30, 2024, net cash provided by operating activities was approximately $46,000, net cash used in investing activities was approximately $45,000, and net cash provided by financing activities was $415,000. Net loss of approximately $356,000 was partially offset by amortization expense of approximately $6,000, expenses paid by related parties on behalf of RWT of approximately $228,000, and changes in operating assets and liabilities of approximately $76,000, resulted in net cash used in operating activities of approximately $46,000. Cash used in investing activities consisted solely of payment for building Equipment of approximately $45,000. Cash provided by financing activities resulted solely from proceeds from subscription payable of $415,000.
Current wording
For the nine months ended September 30, 2024, net cash provided by operating activities was approximately $167,000, net cash used in investing activities was approximately $46,000, and net cash provided by financing activities was $415,000. Net loss of approximately $3.4 million was partially offset by amortization expense of approximately $9,000, expenses paid by related parties on behalf of RWT of approximately $2.8 million, stock-based compensation expenses of approximately $196,000, and changes in operating assets and liabilities of approximately $215,000, resulted in net cash used in operating activities of approximately $167,000. Cash used in investing activities consisted solely of payment for building Equipment of approximately $46,000. Cash provided by financing activities resulted solely from proceeds from subscription agreements for RET’s Class A and Class B common stock of $415,000.
Previous wording
As of June 30, 2025, we had drawn approximately $2.4 million under the LOC, bringing the total outstanding balance under the Loan Agreement to approximately $5.5 million (including the $3.1 million Rollover). Subsequent to June 30, 2025, we drew an additional amount of approximately $354,000 under the LOC.
Current wording
As of September 30, 2025, we had drawn approximately $3.5 million under the LOC, bringing the total outstanding balance under the Loan Agreement to approximately $6.6 million (including the $3.1 million Rollover). Subsequent to September 30, 2025, we drew an additional amount of approximately $310,000 under the LOC.
Previous wording
As of June 30, 2025 and December 31, 2024, we had an outstanding accrued interest balance in connection with both the Note and the LOC of approximately $118,000 and $38,000, respectively.
Current wording
As of September 30, 2025 and December 31, 2024, we had an outstanding accrued interest balance in connection with both the Note and the LOC of approximately $362,000 and $38,000, respectively.
Previous wording
Effective January 2, 2025, we entered into a binding offer letter (the “Offer Letter”), which was later amended on June 27, 2025, with our new CEO, Mr. Seidl. Pursuant to the amended Offer Letter, we agreed to pay to the CEO (i) an annual salary of $500,000, (ii) an annual incentive bonus up to 200% of his base salary, subject to Board approval, and (iii) a cash bonus of $5.82 million (the “Retention Bonus”) payable on the earlier of (x) December 31, 2028, (y) the date on which we terminate the CEO’s employment without cause, or (z) the date on which a change of control is consummated. We accrue the Retention Bonus over the period of service. As of June 30, 2025, we accrued approximately $14,000 of Retention Bonus in accrued expenses to related party in the accompanying unaudited condensed consolidated balance sheet.
Current wording
Effective January 2, 2025, we entered into a binding offer letter (the “Offer Letter”), which was later amended on June 27, 2025, with our new CEO, Mr. Seidl. Pursuant to the amended Offer Letter, we agreed to pay to the CEO (i) an annual salary of $500,000, (ii) an annual incentive bonus up to 200% of his base salary, subject to Board approval, and (iii) a cash bonus of $5.82 million (the “Retention Bonus”) payable on the earlier of (x) December 31, 2028, (y) the date on which we terminate the CEO’s employment without cause, or (z) the date on which a change of control is consummated. We accrue the Retention Bonus over the period of service. As of September 30, 2025, we accrued approximately $416,000 of Retention Bonus in accrued expenses to related party in the accompanying unaudited condensed consolidated balance sheet.
Previous wording
In addition, subject to approval by the Board and the Compensation Committee, Mr. Seidl is also entitled to equity awards under our equity incentive plan. As of June 30, 2025, no equity awards have been granted.
Current wording
In addition, subject to approval by the Board and the Compensation Committee, Mr. Seidl is also entitled to equity awards under our equity incentive plan. On September 5, 2025, we granted 602,320 RSAs to Mr. Seidl, with 50% of which shall vest on January 1, 2026 and 50% of which shall vest on January 1, 2027, subject to continued employment or service through such vesting date.
Previous wording
In connection with their appointments to the Board, Mr. Reardon and Mr. Peperzak each entered into the Director Agreements which are the form of agreement adopted by the Board in April 2025 to govern the terms of service and compensation of our company’s non-employee directors. Additionally, effective as of April 4, 2025, we entered into Director Agreements with Lyman Dickerson, Alexandra Steele, and Christopher Riley, each non-employee members of the Board. Pursuant to the terms of the Director Agreements, we agreed to pay to each Board member (i) subject to approval by the Board and compensation committee of the Board (the “Compensation Committee”), a cash payment of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $50,000; and (ii) subject to approval by the Board and the Compensation Committee, a grant of restricted stock, with the number of shares and terms to be determined by the Board. We recognized an aggregate of $100,000 in connection with such agreement during the three and six months ended June 30, 2025 within general and administrative expenses in the accompanying unaudited condensed statements of operations. As of June 30, 2025, there has been no grants of restricted stock.
Current wording
In connection with their appointments to the Board, Mr. Reardon and Mr. Peperzak each entered into the Director Agreements which are the form of agreement adopted by the Board in April 2025 to govern the terms of service and compensation of our company’s non-employee directors. Additionally, effective as of April 4, 2025, we entered into Director Agreements with Lyman Dickerson, Alexandra Steele, and Christopher Riley, each non-employee members of the Board. Pursuant to the terms of the Director Agreements, we agreed to pay to each Board member (i) subject to approval by the Board and compensation committee of the Board (the “Compensation Committee”), a cash payment of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $50,000; and (ii) subject to approval by the Board and the Compensation Committee, a grant of restricted stock, with the number of shares and terms to be determined by the Board. We recognized an aggregate of $100,000 in connection with such agreement during the three and nine months ended September 30, 2025 within general and administrative expenses in the accompanying unaudited condensed statements of operations. As of September 30, 2025, there has been no grants of restricted stock.
Previous wording
As discussed above, pursuant to the Termination Letter, in lieu of all other compensation and payments of any kind due and payable to Mr. Riley, we agreed to pay Mr. Riley an aggregate of $124,500, payable in 18 monthly installments beginning in February 2025 in consideration for his past services. We recognized approximately $21,000 and approximately $35,000 in connection with such agreement during the three and six months ended June 30, 2025, respectively, within general and administrative expenses in the accompanying unaudited condensed statements of operations. Additionally, conditioned on approval by the Compensation Committee of the Board, the Termination Letter provides that Mr. Riley will be granted 10,000 shares of Class A Common Stock vesting one year from the date of grant. As of June 30, 2025, the stock has not been granted.
Current wording
As discussed above, pursuant to the Termination Letter, in lieu of all other compensation and payments of any kind due and payable to Mr. Riley, we agreed to pay Mr. Riley an aggregate of $124,500, payable in 18 monthly installments beginning in February 2025 in consideration for his past services. As of September 30, 2025, we had an aggregate of approximately $69,000 in outstanding amount in connection with such agreement that was included in accrued expenses in the accompanying unaudited condensed balance sheet. Additionally, conditioned on approval by the Compensation Committee of the Board, the Termination Letter provides that Mr. Riley will be granted 10,000 shares of Class A Common Stock vesting one year from the date of grant. As of September 30, 2025, the stock has not been granted.
Previous wording
While our significant accounting policies are described in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Annual Report, our management believes there was no critical accounting estimates identified during the three and six months ended June 30, 2025 and 2024.
Current wording
While our significant accounting policies are described in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Annual Report, our management believes there was no critical accounting estimates identified during the three and nine months ended September 30, 2025 and 2024.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
In connection with their appointments to the Board, Mr. Reardon and Mr. Peperzak each entered into Director Agreements which are the form of agreement adopted by the Board in April 2025 to govern the terms of service and compensation of our company’s non-employee directors. Additionally, effective as of April 4, 2025, we entered into Director Agreements with Lyman Dickerson, Alexandra Steele, and Christopher Riley, each non-employee members of the Board. Pursuant to the terms of the Director Agreements, we agreed to pay to each board member (i) subject to approval by the Board and Compensation Committee, a cash payment of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $50,000; and (ii) subject to approval by the Board and the Compensation Committee, a grant of restricted stock, with the number of shares and terms to be determined by the Board.
Previous report — wording carried elsewhere
Also on February 18, 2025, we received the MVPHS Notice from Nasdaq that for the 30 consecutive business days ended February 14, 2025, our MVPHS closed below the $15,000,000 MVPHS threshold required for continued listing on Nasdaq under Nasdaq Listing Rule 5450(b)(2)C).
Previous report — wording carried elsewhere
We are actively hiring and plan to recruit additional personnel to support sales, operations, or climate science functions by the end of 2025.