Rainmaker Worldwide Inc

RAKR: 8-K · material agreement

Rainmaker Worldwide entered two interim service agreements effective September 22, 2026: a VP Finance & Administration agreement with 2752128 Ontario Ltd. (US$2,500/month) and a strategic management services agreement with its Ontario affiliate operating as Miranda Water Technologies (US$1,500/month), both running through December 31, 2026. All agreements are related-party arrangements involving the company's own directors: Kelly White provides finance services through her company, while Michael Skinner, Ryan Moore and Catia Skinner provide management services through Miranda, with disinterested directors approving each deal and interested parties abstaining. Notably, the agreements disclose the company is coordinating completion of its 2025 annual audit, 2025 Form 10-K, and Q1-Q3 2026 Forms 10-Q — confirming Rainmaker is significantly delinquent on its Exchange Act reporting. Compensation may be deferred if the company lacks sufficient cash, signaling liquidity constraints.

SEC 8-K•1mo ago

RAKR: SCHEDULE 13D · ownership disclosure

A Schedule 13D discloses that Michael John O'Connor and Larchwood Management Partners Inc. beneficially own 16,055,992 shares of Rainmaker Worldwide common stock, roughly 16% of the class, consisting of 10,607,102 shares held directly by O'Connor plus 5,448,890 shares issuable on a convertible note held by Larchwood. The filing acknowledges it was submitted after the applicable deadline, with the obligation arising on January 2, 2025 when Larchwood converted approximately $529,859.63 of debt into 15,269,730 shares at $0.0347 per share. Ownership shifted repeatedly over the following months: the issuer issued 3,000,000 additional shares as service compensation in April 2025, gifts moved 6,300,000 shares for no consideration, Larchwood transferred 16,518,432 shares to O'Connor personally in July 2025, and private sales of 611,330 shares ($0.0347) and 1,000,000 shares ($0.03) followed in August and December 2025. A January 2026 Form 144 covering 837,997 shares was never consummated. On December 31, 2025, Rainmaker issued Larchwood a $137,301.99 convertible promissory note bearing 10% simple interest, maturing December 31, 2026, and convertible at a fixed $0.027 per share, creating further dilution potential. O'Connor, Rainmaker's former CEO and director, resigned those positions in September 2026, and the Reporting Persons state they currently have no plans or proposals regarding the company.

SEC SCHEDULE 13D•1mo ago

RAKR: 8-K · material agreement

Rainmaker Worldwide Inc. terminated its long-running consulting agreements with Larchwood Management Partners Inc. and 2752128 Ontario Ltd. effective April 30, 2026 as part of a management cost restructuring, and owes the two firms combined obligations of US$508,827.53 plus C$33,215.11, which accrue 10% annual interest from May 1, 2026. The balances include unpaid consulting fees, reimbursable expenses, convertible promissory notes and accrued interest. Under new interim agreements effective May 1, 2026, Michael O'Connor continues as Interim CEO and Interim CFO at US$2,500 per month, while Kelly White was appointed Interim Vice President, Finance at US$1,000 per month; director James Ross resigned effective April 22, 2026 and his board seat remains unfilled. All unvested stock options tied to the terminated arrangements were automatically forfeited, including Ross's option on 1,924,192 shares and options on 3,330,332 shares each held by Larchwood and 2752128, all at a $0.0209 exercise price, with vested portions voluntarily surrendered and the underlying shares returned to the 2026 Equity Incentive Plan. The interim agreements expressly charge management with completing overdue financial statements, audits and SEC periodic reports and restoring Exchange Act reporting compliance, and this 8-K itself was filed roughly four and a half months after the reported events, underscoring the company's ongoing reporting problems.

SEC 8-K•1mo ago

RAKR: 8-K · offering registration

Rainmaker Worldwide Inc. issued 9,955,367 shares of restricted common stock on September 2, 2026 to all holders entitled to accrued Monthly Dividends under its Series A Preferred Stock, settling in full every accrued and unpaid Monthly Dividend through August 31, 2026. The shares were issued for non-cash consideration, extinguishing US$225,020.59 of accrued dividend obligations, and the company received no cash proceeds. Each Series A Preferred share carries a fixed 1.5% monthly dividend payable in cash or, at the company's option, in restricted common stock priced off the prior month's 30-day volume-weighted average price; the issuance was made under the Section 4(a)(2) private placement exemption. Following the issuance, Rainmaker had 95,004,273 common shares outstanding — roughly an 11.7% increase from the pre-issuance count of about 85.0 million. Paying preferred dividends in stock instead of cash conserves liquidity but dilutes existing common holders and signals the company is relying on equity issuance rather than cash flow to meet its obligations.

SEC 8-K•1mo ago