Rainmaker Worldwide Inc. filings document the regulatory record of a Nevada public company focused on water solutions and traded under RAKR. Recent 8-K reports cover material definitive agreements, convertible promissory notes, consulting arrangements, settlement agreements, unregistered securities issuances, and capital-structure changes involving common stock and Series A Preferred Stock.
The company's SEC disclosures also address governance and reporting matters, including equity-incentive plan terms, option grants, director departures, board composition, notifications related to delayed periodic reports, and evaluation of Exchange Act reporting status. Its formal filings describe financing instruments, exemptions from securities registration, and public-company reporting processes.
Rainmaker Worldwide Inc. (RAKR) disclosed that former CEO and director Michael John O’Connor sold 8,250,000 common shares in three private transactions: 1,000,000 to Leopoldo Morones Fonseca at US$0.03 per share on September 29, 2026; 3,750,000 to Terry Planton at US$0.0125 per share that day; and 3,500,000 to Frontrunner at US$0.005 per share on October 7, 2026. No broker was involved.
As of October 8, 2026, O’Connor beneficially owned 8,097,856 shares, or approximately 8.0% of the class, including 2,357,102 shares held directly, 5,476,754 shares issuable upon conversion of Larchwood Management Partners Inc.’s note, and 264,000 shares issuable under his option. Larchwood reported 5,476,754 beneficially owned shares, or approximately 5.5%; these shares are also included in O’Connor’s total. The note’s fixed conversion price is US$0.027 per share.
Rainmaker Worldwide Inc. (RAKR) insider Michael John O'Connor, identified as a former director/officer and 10% owner, reported 8,250,000 shares sold in three private transactions without a broker. He sold 3,500,000 shares on October 7, 2026, at $0.005 per share and 3,750,000 shares on September 29, 2026, at $0.0125 per share. The reported price for the 1,000,000-share September 29 sale is not usable. No Rule 10b5-1 plan is reported.
Rainmaker Worldwide Inc. (RAKR) entered two interim service agreements effective September 22, 2026, each running through December 31, 2026 unless earlier terminated or extended. Under the finance agreement, 2752128 Ontario Ltd. will provide finance and administration services principally through director and Treasurer Kelly White for US$2,500 monthly, prorated for partial months; total base compensation is US$8,250 if the agreement remains in effect through year-end. Earned compensation accrues as services are performed and may be deferred if the company lacks sufficient available cash. The agreement replaces a prior agreement effective May 1, 2026, and earned or accrued amounts remain payable.
Under the management agreement, the Ontario corporation operating as Miranda Water Technologies will receive US$1,500 monthly for combined services, with total base compensation of US$4,950 if it remains in effect through December 31, 2026. Services include advisory, capital-markets and public-company communications support, principally through President and Principal Executive Officer Michael A. Skinner, director and Secretary Ryan D. Moore, and Catia Skinner. White disclosed her interest and abstained from finance-agreement approval; Skinner and Moore did so for the management agreement. Skinner and Moore approved the finance agreement as disinterested directors, and White approved the management agreement as the disinterested director.
Rainmaker Worldwide Inc. (RAKR) is the subject of this amended Schedule 13D, which updates the beneficial ownership of Michael John O’Connor and Larchwood Management Partners Inc. O’Connor may be deemed to beneficially own 16,319,992 shares of common stock, including shares issuable from a convertible note and stock options, representing 16.2% of the common stock using a Rule 13d-3(d)(1) methodology.
The filing explains that the position arose primarily from conversion of consulting-related promissory notes, equity compensation, and restructuring of accounts payable into a $137,301.99 convertible promissory note held by Larchwood. As of September 18, 2026, that note is convertible into 5,448,890 shares, and O’Connor also holds a fully vested option to purchase 264,000 shares. The securities are held for compensation and investment purposes, and the reporting persons state they may increase or decrease their holdings depending on conditions.
Rainmaker Worldwide Inc. (RAKR) reported that, effective September 21, 2026, its Board of Directors expanded from two to three members and appointed Kelly White as a director. The Board now consists of Michael A. Skinner, Ryan D. Moore and Kelly White.
On the same date, Kelly White was appointed Treasurer and designated as the company’s Principal Financial Officer and Principal Accounting Officer. Michael A. Skinner ceased serving as Treasurer but continues as President and Principal Executive Officer, and Ryan D. Moore continues as Secretary. No separate compensation has been established for White’s new officer and director roles.
The company also highlighted related-party matters: White is President of 2752128 Ontario Ltd., which holds a 10% convertible promissory note issued by the company on December 31, 2025 with an original principal of US$163,888.08. As of September 21, 2026, US$163,888.08 of principal remained outstanding with accrued interest of US$11,853.82. A prior consulting arrangement with 2752128 Ontario Ltd. was terminated effective April 30, 2026, and all vested and unvested stock option rights under that arrangement have been relinquished.
Rainmaker Worldwide Inc. (RAKR) received a Schedule 13D filing from Kelly Michelle White and 2752128 Ontario Ltd. reporting significant beneficial ownership of its common stock. Applying Rule 13d-3(d)(1), Ms. White may be deemed to beneficially own 17,123,475 shares, or 16.9% of the common stock, including shares issuable upon conversion of a note and exercise of an option held through 2752128 Ontario Ltd.
The filing explains that Rainmaker issued 11,665,694 shares on January 2, 2025 upon full conversion of two consulting-related promissory notes at a fixed price of $0.0347 per share, representing about $404,799.58 of principal and interest, and later issued an additional 3,000,000 shares on April 24, 2025 as service compensation. On December 31, 2025, Rainmaker issued 2752128 Ontario Ltd. a convertible promissory note with $163,888.08 principal, 10% annual interest, and a fixed conversion price of $0.027 per share, which as of September 21, 2026 was convertible into 6,508,959 shares. 2752128 Ontario Ltd. also holds a fully vested option for 100,000 shares at an exercise price of $0.0347 per share, expiring July 1, 2027.
Rainmaker Worldwide Inc. (RAKR) discloses that Michael John O'Connor and Larchwood Management Partners Inc. have filed a Schedule 13D reporting significant ownership of the company’s common stock. As of September 18, 2026, O'Connor may be deemed to beneficially own 16,055,992 shares, or 16.0% of the common stock, including 5,448,890 shares issuable upon conversion of a convertible promissory note held by Larchwood. Larchwood itself may be deemed to beneficially own those 5,448,890 convertible shares, or 5.4% of the class. The note, issued on December 31, 2025, has principal of $137,301.99, bears 10% simple interest, and is convertible at $0.027 per share. Earlier, on January 2, 2025, Rainmaker issued 15,269,730 shares to convert approximately $529,859.63 of consulting-related indebtedness at $0.0347 per share, and on April 24, 2025 issued an additional 3,000,000 shares as compensation for services. The filing states the securities were acquired for services and investment purposes, and that the reporting persons may in the future acquire or dispose of Rainmaker securities depending on various factors.
Rainmaker Worldwide Inc. (RAKR) reported that on September 10, 2026 it entered into a Termination of Interim CEO Services Agreement with Larchwood Management Partners Inc., ending the Interim CEO arrangement under which Michael O’Connor served as Interim Chief Executive Officer. Final amounts under that agreement total US$10,833.33 in service fees and C$139.41 in approved expenses, with 10% annual interest accruing on the unpaid balance from September 11, 2026 until paid, after which the parties will grant a limited mutual release.
Effective the same day, O’Connor resigned as director, Chairman, Interim CEO and principal executive officer for health reasons, agreeing to assist with transition. Before resigning, he increased the Board size from one to three and appointed Ryan D. Moore and Michael A. Skinner as directors; after his resignation, they remain as the Board with one vacancy, and no compensation arrangements or Board committee assignments have yet been set for them. The Board then appointed Skinner as President, Treasurer and principal executive officer and Moore as Secretary.
The company highlights existing related-party relationships with the Miranda Water Technologies business, where it is the exclusive U.S. distributor and holds 11.67% of Miranda Canada, while Skinner, his spouse and Moore collectively hold significant stakes and management roles at Miranda Canada, and about US$82,000 remains payable to Miranda Canada for prior equipment purchases.
Rainmaker Worldwide Inc. (RAKR) reports a restructuring of management arrangements and related contracts for the period from April 22, 2026 to May 1, 2026. The company and Larchwood Management Partners Inc. and 2752128 Ontario Ltd. mutually terminated long‑standing consulting agreements effective April 30, 2026 as part of a cost-focused restructuring, while stating this is not a cessation or winding down of existing business. Amounts earned through April 30, 2026 remain payable, including C$26,181.93 and US$248,921.61 owed to Larchwood and C$7,033.18 and US$259,905.92 owed to 2752128, with 10% annual interest on unpaid balances starting May 1, 2026.
The company confirms the previously disclosed resignation of director James Ross effective April 22, 2026 and details that his option to purchase 1,924,192 shares at $0.0209 per share was fully forfeited or voluntarily surrendered without consideration. Similarly, unvested portions of options granted to Larchwood and 2752128, each for 3,330,332 shares at $0.0209 per share, were forfeited, and all vested portions were surrendered without payment; the underlying shares return to the 2026 Equity Incentive Plan.
Effective May 1, 2026, Larchwood will provide Michael O’Connor as Interim Chief Executive Officer under a new services agreement paying US$2,500 per month, with O’Connor continuing as Interim Chief Financial Officer and performing principal executive and principal financial officer functions. A parallel agreement with 2752128 provides Kelly White as Interim Vice President, Finance for US$1,000 per month, overseeing finance, reporting, cash management and transition to successor personnel.
Rainmaker Worldwide Inc. (RAKR) is the subject of a Schedule 13D reporting that investor Ryan D. Moore, together with entities he controls, may be deemed to beneficially own 20,996,673 shares of Common Stock, representing approximately 19.7% of the company’s outstanding Common Stock.
Moore’s position includes shares held directly and shares held through 1001336241 Ontario Incorporated and Viva Industries Inc., plus Common Stock issuable within 60 days upon conversion of Series A Preferred Stock held by those entities. On September 2, 2026, Rainmaker issued Common Stock to Moore and these entities in satisfaction of accrued dividends on Series A Preferred Stock, and Moore also purchased 20,000 shares in the open market at $0.01 per share. The filing states the securities were acquired for investment purposes, and the reporting persons may acquire or dispose of additional securities depending on market conditions and other factors.