Rainmaker Worldwide 2025 revenue falls about 76%
The U.S. distribution agreement sets a five-year initial term but allows termination by either party on 90 days' written notice.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Rainmaker Worldwide Inc. (RAKR) reported 2025 revenue of $34,250, down approximately 76% from $143,725 in 2024; one customer accounted for all equipment sales revenue. Net loss was $1,319,609, compared with $1,277,438 in 2024. At December 31, 2025, cash was $53, current liabilities were $13,362,045 and the working capital deficit was $13,361,992. Management and its auditor stated that conditions raise substantial doubt about the company's ability to continue as a going concern.
A Master Distributor Agreement dated April 30, 2026 grants RAKR exclusive direct-sales rights in the United States, subject to limits allowing other Miranda distributors in the territory. Its initial term is five years, and either party may terminate on 90 days' written notice. Three notes totaling $364,190 settled payables without cash proceeds; they bear 10% simple interest and mature December 31, 2026. Subject to their terms, holders may convert principal and accrued interest at $0.027 per share. Management said disclosure controls and internal control over financial reporting were ineffective, with three material weaknesses unremediated as of December 31, 2025.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointConditions raise substantial doubt about the company's ability to continue as a going concern.
- Major pointThree material weaknesses remained unremediated as of December 31, 2025.
- Moderate pointRevenue fell approximately 76% to $34,250 in 2025.
- Moderate pointOne customer accounted for all $34,250 of equipment sales revenue.
Filing Explained
Series A preferred holders participated in identifying two board candidates, but formal appointments were made by the then-sole director.
The filing reports Rainmaker Worldwide Inc. had 95,004,273 common shares outstanding on
For holders whose share counts did not change, the higher outstanding count means a smaller percentage ownership, absent offsetting changes. The filing reports that Michael A. Skinner and Ryan D. Moore joined the board on
Key Figures
Key Terms
going concern financial
working capital deficit financial
convertible promissory notes financial
material weaknesses financial
mezzanine equity financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did RAKR report in 2025?
What were RAKR's cash and working capital deficit at year-end 2025?
What ownership interest does RAKR have in RMEX?
What judgment liability did RAKR report?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [—Date—] to [—Date—] |
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
growth company | ||
Indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐ No
As of June 30, 2025, the aggregate market value of
the voting and non-voting common equity held by non-affiliates was approximately $
The registrant had shares of common stock, par value $ per share, outstanding as of November 4, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements about the Company’s business plans, commercial opportunities, operating results and financing needs. These statements are based on management’s current expectations and assumptions. Actual results may differ materially because of uncertainties concerning financing, customer demand, equipment supply, project execution and regulatory requirements. The Company has incurred recurring losses and has limited cash resources. Its ability to continue operations depends on generating revenue, obtaining financing and continued support from creditors and related parties. Forward-looking statements speak only as of the date of this report. The Company undertakes no obligation to update them except as required by law.
Table of Contents
Form 10-K Index
| Page No. | ||
| PART I | ||
| Item 1. | Business | 3 |
| Item 1A. | Risk Factors | 5 |
| Item 1B. | Unresolved Staff Comments | 5 |
| Item 1C. | Cybersecurity | 5 |
| Item 2. | Properties | 5 |
| Item 3. | Legal Proceedings | 5 |
| Item 4. | Mine Safety Disclosures | 5 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 |
| Item 6. | [Reserved] | 7 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 8. | Financial Statements and Supplementary Data | 10 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 10 |
| Item 9A. | Controls and Procedures | 10 |
| Item 9B. | Other Information | 10 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 10 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 11 |
| Item 11. | Executive Compensation | 13 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 15 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 17 |
| Item 14. | Principal Accounting Fees and Services | 17 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 18 |
| Item 16. | Form 10-K Summary | 18 |
| SIGNATURES | 19 |
| 2 |
PART I
| Item 1. | Business |
Overview
Rainmaker Worldwide Inc. (“Rainmaker,” “RAKR,” or the “Company”) is a Nevada corporation focused on commercializing decentralized water production, purification and wastewater treatment solutions. The Company’s strategy includes atmospheric water generation systems and water treatment technologies accessed through its relationship with Rainmaker Worldwide Inc., an Ontario corporation (“RWI”), operating as Miranda Water Technologies, and other technology partners. RWI and its Miranda operations are important to the Company’s product offering and distribution strategy, particularly in the United States and Mexico. The Company has generated limited revenues and continues to focus on business development and project execution.
Corporate History and Structure
The Company was formerly known as Gold and Silver Mining of Nevada, Inc. On July 3, 2017, the Company completed a reverse merger with RWI, pursuant to which RWI’s shareholders obtained control of the Company and RWI became a wholly owned (100%) subsidiary of the Company. Following the transaction, the Company continued under the name Rainmaker Worldwide Inc.
The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Relationship with Rainmaker Worldwide Inc. (Ontario) and Miranda
RWI was established in 2014 to commercialize water production and purification technologies. Effective April 1, 2023, the Company divested a 60% ownership interest in RWI, retaining a 40% interest at that time. On January 22, 2024, RWI acquired a 60% ownership interest in Miranda Environmental and Water Treatment Technologies (“Miranda”), based in Ankara, Turkey. Miranda’s water purification and wastewater treatment technologies expanded the product portfolio available to RAKR through its distribution relationship with RWI.
RAKR works with RWI, operating as Miranda Water Technologies, to market and distribute water production, purification and wastewater treatment systems. Subsequent to the 2025 fiscal year-end, the parties entered into a new Master Distributor Agreement dated April 30, 2026, which superseded and replaced the June 1, 2024 Master Distributor Agreement. The new agreement grants RAKR exclusive direct-sales rights in the United States, subject to limitations that permit other Miranda distributors to operate in the same territory. RAKR may request approval to pursue opportunities outside the United States, excluding Mexico, on a client-by-client basis. The agreement has an initial five-year term, subject to earlier termination, including termination by either party on 90 days’ written notice. These commercial rights are separate from RAKR’s minority investment in RWI. The agreement is filed as Exhibit 10.8 to this Annual Report.
Restructuring and Impairment of Investment
On January 16, 2024, the Company invested $400,000 in RWI. On December 31, 2024, the remaining investment balance was reduced through the settlement of certain obligations, and the balance was converted into additional common shares of RWI. At December 31, 2024, the Company held a 14.4% ownership interest in RWI. Further dilution reduced that interest to 11.67% at December 31, 2025.
The Company fully impaired its investment in RWI in 2024 due to RWI’s financial condition at that time. The investment remained recorded at zero at December 31, 2025. The Company has no decision-making rights in RWI and retains its contractual distribution rights for Miranda products.
Products and Services
Atmospheric Water Generation and Water Treatment
Rainmaker’s core business focus is decentralized potable water production and purification. The Company’s solutions include:
| ● | Atmospheric Water Generation (AWG) systems that produce potable water from ambient humidity using energy-efficient cooling and condensation processes. | |
| ● | Water purification and wastewater treatment systems supplied through RWI and its Miranda operations, together with complementary technologies available from other technology partners. |
These systems are designed for modular and scalable deployment, particularly in regions with limited or unreliable water infrastructure. Under optimal climatic conditions, AWG units are capable of producing up to approximately 5,000 liters of potable water per unit per day.
Rainmaker’s systems are intended to be deployable using grid power, renewable energy sources, or hybrid configurations, depending on site conditions.
| 3 |
Business Model and Distribution Strategy
The Company’s business model is centered on partnerships with local distributors, engineering firms, and project developers who are responsible for installation, operation, and maintenance of deployed systems. Rainmaker generally works with customers and their contractors to integrate its systems into broader infrastructure projects.
In certain markets, including Mexico, the Company collaborates with partners that possess experience in drilling, civil works, logistics, and mechanical engineering, allowing Rainmaker to participate in comprehensive water project proposals without maintaining large internal operational teams.
On June 23, 2025, the Company, RWI and a local partner established RAKR México S.A. de C.V. (“RMEX”) to pursue water and related commercial opportunities in Mexico. The Company holds an 18.5% direct ownership interest, RWI holds 25.5%, and the local partner holds 56.0%. The local partner manages RMEX’s day-to-day activities. The Company has no representation on RMEX’s board and does not control its operations. During 2025, RMEX’s activities were limited to incorporation and administrative setup.
Future growth is expected to be driven primarily through independent distributors and project-based deployments rather than direct infrastructure ownership.
Market Opportunity
Access to clean and reliable water remains a critical global challenge, particularly in regions with limited infrastructure, growing populations, or water scarcity. Atmospheric water generation and decentralized water treatment technologies represent potential alternatives to traditional water sourcing methods in certain applications. Global demand for potable water is expected to increase due to population growth, urbanization, industrial activity, and climate-related pressures. The Company believes that decentralized water technologies may be suited for select residential, commercial, industrial, and humanitarian use cases where traditional water supply solutions are impractical or uneconomical.
Suppliers and Technology Partners
Rainmaker does not manufacture its core equipment. Principal sources of water purification and wastewater treatment equipment include RWI, operating as Miranda Water Technologies, and its Miranda operations in Turkey. The Company also relies on other technology partners for complementary systems. These supplier and distribution relationships are important to the Company’s ability to offer integrated water solutions.
Competition
The water production and treatment markets are competitive and include numerous domestic and international companies with substantially greater financial, technical, and operational resources than the Company. Competitors may offer alternative technologies, including desalination, traditional purification systems, and other decentralized solutions.
Competitive factors include cost, energy efficiency, regulatory compliance, financing capability, and project execution expertise. The Company believes its technologies may be competitive in certain niche applications; however, there can be no assurance that it will be able to compete successfully.
Government Regulation
Water production, purification, and distribution activities are subject to varying regulatory requirements depending on jurisdiction. These regulations may include water quality standards, environmental permitting, construction approvals, and operational licensing.
The Company seeks to comply with applicable local regulations and, where relevant, international water quality standards, including World Health Organization guidelines, through its technology partners and distributors.
Intellectual Property
The Company relies on contractual distribution and commercialization rights for technologies supplied by RWI, its Miranda operations and other technology partners. Patent and other proprietary rights associated with those technologies may be held by the relevant technology owners. The Company’s minority ownership interest in RWI does not constitute direct ownership of those patents or other intellectual property.
| 4 |
Executive and Consulting Resources
Rainmaker operates with a limited internal workforce. Executive management and financial leadership are provided through consulting agreements. The Company supplements its internal resources through external legal, accounting, and advisory service providers.
Financial Condition and Going Concern
The Company has incurred recurring operating losses and negative cash flows from operations. As discussed in the accompanying financial statements and related notes, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.
| Item 1A. | Risk Factors |
As a smaller reporting company, the Company is not required to provide the disclosures required by this Item.
| Item 1B. | Unresolved Staff Comments |
Not applicable.
| Item 1C. | Cybersecurity |
During
the year ended December 31, 2025, the Company had limited operations and did not maintain formal
The Company’s current safeguards include two-factor authentication for corporate Google accounts, controlled access to shared documents and an encrypted virtual private network (VPN) connection for access to its accounting software. The Company uses Gmail for corporate email and Google Drive and Google Docs for document storage, preparation and collaboration. Remote access to the Company’s systems is managed by RWI, operating as Miranda Water Technologies.
The full Board of Directors currently oversees cybersecurity risks. Management responsibility currently rests with Michael Skinner, President and Principal Executive Officer, who has more than 30 years of experience in information technology. His background includes cybersecurity risk assessment, threat and vulnerability assessment, system hardening, identity and access management, data protection, systems administration, network management and infrastructure maintenance.
| Item 2. | Properties |
The Company maintains a mailing address at 2510 East Sunset Road, Suite 5 #925, Las Vegas, Nevada 89120, but does not maintain physical office space at that location. Management and administrative activities are conducted remotely from home offices.
| Item 3. | Legal Proceedings |
A judgment dated August 8, 2016, in the amount of $4,423,910, including costs, was entered against six defendants, including a former subsidiary and a predecessor of the Company. The judgment was upheld on appeal on June 22, 2018. At December 31, 2025, the Company recorded a liability of $6,502,542, including accrued interest at 5% per annum (December 31, 2024: $6,281,346). See Note 12 and Note 18 for the judgment and the restatement of previously omitted interest. As of the date of this report, there have been no material developments concerning this judgment. The Company is not a party to any other pending legal proceedings.
| Item 4. | Mine Safety Disclosures |
Not applicable. The Company does not conduct mining operations.
| 5 |
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
| (a) | Market Information |
The following table presents the highest and lowest daily closing bid quotations for the Company’s common stock during each calendar quarter.
| Quarter Ended | High* | Low* | ||||||
| December 31, 2025 | $ | 0.0565 | $ | 0.020 | ||||
| September 30, 2025 | $ | 0.1705 | $ | 0.0311 | ||||
| June 30, 2025 | $ | 0.0700 | $ | 0.007 | ||||
| March 31, 2025 | $ | 0.0180 | $ | 0.010 | ||||
| December 31, 2024 | $ | 0.015 | $ | 0.0075 | ||||
| September 30, 2024 | $ | 0.0325 | $ | 0.0125 | ||||
| June 30, 2024 | $ | 0.05 | $ | 0.03 | ||||
| March 31, 2024 | $ | 0.125 | $ | 0.0375 | ||||
| * | Source: OTC Markets Group, OTCIQ Market Data. The table presents the high and low closing bid quotations for the periods indicated. These quotations reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions. |
The Company’s common stock is quoted on the OTCID Basic Market operated by OTC Markets Group Inc. under the symbol “RAKR”.
| (b) | Holders |
As of November 5, 2026, the Company had 91 holders of record of its common stock. This number excludes beneficial owners whose shares are held through brokers, banks and other nominees.
The transfer agent for RAKR common stock is Pacific Stock Transfer, 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV 89119.
| (c) | Dividends |
The Company has not paid cash dividends on its common stock and does not anticipate paying such dividends in the foreseeable future. Series A Preferred Stock carries separate dividend rights described in Note 16.
| (d) | Securities Authorized for Issuance Under Equity Compensation Plans |
The following table provides information as of December 31, 2025 regarding securities authorized for issuance under the Company’s equity compensation plans:
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | |||||||||
| Equity compensation plans approved by stockholders | - | - | - | |||||||||
| Equity compensation plans not approved by stockholders | 628,000 | $ | 0.0347 | - | ||||||||
| Total | 628,000 | $ | 0.0347 | - | ||||||||
| 6 |
The Company does not maintain any equity compensation plans that have been approved by stockholders. All equity-based awards outstanding as of December 31, 2025 were granted pursuant to individual consulting arrangements approved by the Board of Directors. As of December 31, 2025, the Company had outstanding options, warrants and rights to purchase an aggregate of 628,000 shares of common stock at a weighted average exercise price of $0.0347 per share.
The Company did not repurchase any equity securities during the year ended December 31, 2025.
| Item 6. | [Reserved] |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Forward-Looking Statements
This MD&A contains forward-looking statements based on management’s current expectations and assumptions. Actual results may differ materially. See “Cautionary Note Regarding Forward-Looking Statements” in this report.
You should read the following discussion and analysis together with the audited financial statements and the related notes included elsewhere in this report. Information contained on, or accessible through, the Company’s website is not incorporated by reference into this Annual Report.
Share Consolidation
On September 26, 2024, the Company filed Articles of Amendment to effect a share consolidation of its issued and outstanding common stock on a one-for-twenty-five basis. The share consolidation became effective on September 26, 2024. All share and per share amounts have been retroactively adjusted for all periods presented.
Overview
Rainmaker Worldwide Inc. (“RAKR” or the “Company”) is a water technology company focused on decentralized potable water production, purification and wastewater treatment solutions. Its relationship with Rainmaker Worldwide Inc. (Ontario) (“RWI”), operating as Miranda Water Technologies, and access to Miranda’s products are important components of the Company’s distribution and commercialization strategy. During 2025, that strategy included opportunities in the United States and Mexico. However, the Company has not established a commercially sustainable level of operations, and its financial condition remained severely constrained during 2025.
Revenue declined approximately 76% to $34,250 in 2025 from $143,725 in 2024, with all 2025 sales revenue attributable to a single customer.
The Company incurred a net loss of $1,319,609 for the year ended December 31, 2025, including operating expenses of $456,176 and interest expense of $772,556. At December 31, 2025, the Company had $53 in cash and a working capital deficit of $13,361,992, reflecting its continued need for additional financing to meet its obligations and fund operations.
Although the Company retained its contractual distribution rights, its minority investment in RWI remained fully impaired. Its Mexican venture had not commenced substantive operations as of December 31, 2025 and had not commenced such operations as of the date of this Annual Report. The Company remains dependent on additional financing, continued support from creditors and related parties, and substantial revenue growth. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, and there can be no assurance that financing or sufficient sales will be achieved.
Business Developments
Relationship with Rainmaker Worldwide Inc. (Ontario) and Miranda
Effective April 1, 2023, the Company divested a 60% interest in RWI and retained a 40% interest at that time. Subsequent capital restructuring and financing transactions reduced the Company’s ownership interest.
On January 22, 2024, RWI acquired a 60% ownership interest in Miranda Environmental and Water Treatment Technologies (“Miranda”). During 2025, RAKR pursued the marketing and distribution of water purification and wastewater treatment products in the United States and Mexico under its distribution relationship with RWI, operating as Miranda Water Technologies.
| 7 |
At December 31, 2025, the Company held an 11.67% ownership interest in RWI. The investment was fully impaired at December 31, 2024 and remained at a zero carrying value at December 31, 2025. This accounting treatment did not terminate the Company’s contractual distribution rights.
Subsequent to year-end, the parties entered into a new Master Distributor Agreement dated April 30, 2026, which superseded and replaced the June 1, 2024 agreement. The new agreement grants the Company exclusive direct-sales rights in the United States, subject to limitations permitting other Miranda distributors to operate in the same territory. It also permits the Company to request approval to pursue opportunities outside the United States, excluding Mexico, on a client-by-client basis. See Item 1, “Business,” for further discussion of the agreement.
Formation of Mexican Entity
In June 2025, the Company and RWI formed RAKR México S.A. de C.V. (“RMEX”) with a local partner to pursue water and renewable-technology opportunities in Mexico. Ownership interests in RMEX are held by the local partner (56.0%), RWI (25.5%), and the Company (18.5%). Including its indirect ownership through RWI, the Company’s combined direct and indirect ownership interest in RMEX is approximately 21.5%.
As of December 31, 2025, RMEX had not commenced substantive operations beyond incorporation and administrative setup. The Company has no representation on RMEX’s board and does not control or exercise significant influence over its operations. Accordingly, RMEX is not consolidated, and the Company’s direct investment is accounted for under ASC 321 rather than the equity method. The investment had a carrying value of zero at December 31, 2025, and no investment income or loss was recognized during 2025.
Results of Operations
Revenue and Cost of Goods Sold
Revenue was $34,250 for the year ended December 31, 2025, compared with $143,725 in 2024, a decrease of $109,475. Consulting income of $3,425 earned from RMEX is presented separately as other income.
Cost of goods sold, including the inventory write-off, was $126,637 in 2025, compared with $143,725 in 2024. The Company reported a gross loss of $92,387 in 2025, compared with no gross profit or loss in 2024.
General and Administrative Expenses
General and administrative (“G&A”) expenses primarily consist of consulting and professional fees, stock-based compensation for executive consultants, legal and accounting fees, marketing and advertising, and general corporate expenses.
The following table summarizes G&A expenses:
| Years Ended December 31, | Increase (Decrease) | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| General and administrative expense | $ | 456,175 | $ | 364,589 | $ | 91,586 | 25.1 | % | ||||||||
| Stock-based compensation expense included in general and administrative expense | $ | 125,020 | $ | 45,749 | $ | 79,271 | 173.3 | % | ||||||||
G&A expenses increased primarily due to higher stock-based compensation. Excluding stock-based compensation, G&A expenses increased by $12,315 year over year, from $318,840 in 2024 to $331,155 in 2025.
| 8 |
Other Expenses
Other income and expense in 2025 consisted of other income of $3,425, interest expense of $772,556, and debt discount amortization of $1,915, resulting in net other expense of $771,046. In 2024, net other expense of $912,849 included interest expense of $860,787, debt discount amortization of $333,878, initial derivative expense of $572,415, a gain from changes in derivative liabilities of $1,096,092, equity method investment losses of $191,471 and impairment expense of $89,151, together with other income and the write-off of prepaid expenses. The RWI investment losses and impairment were recognized in 2024, not 2025.
Net Loss
The Company recorded a net loss of $1,319,609 for the year ended December 31, 2025, compared to a net loss of $1,277,438 for the year ended December 31, 2024.
Liquidity and Capital Resources
Cash Flows
Net cash used in operating activities was $10,063 for the year ended December 31, 2025, compared to $49,890 used in operating activities during 2024. The decrease in operating cash usage primarily reflects changes in working capital and timing of expense payments.
Net cash provided by financing activities was $10,000 in 2025, compared to $442,875 in 2024. Financing activity during 2025 primarily related to proceeds received in connection with Series A Preferred Stock that was subsequently issued in early 2026. Net cash used in investing activities was $0 in 2025, compared to $393,000 used in investing activities during 2024, which primarily related to prior-year investment activity.
At December 31, 2025, the Company had cash of $53 and current liabilities of $13,362,045, resulting in a working capital deficit of $13,361,992. The Company’s available cash was insufficient to meet its obligations, and continued operations depend on generating revenue, obtaining additional financing and continued support from creditors and related parties.
Capital Needs and Going Concern
The Company has incurred recurring operating losses and negative cash flows from operations and has limited cash resources. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, as discussed in the notes to the financial statements.
The Company’s ability to continue operations depends on its ability to generate revenue and/or obtain additional financing. There can be no assurance that additional financing will be available when needed or on terms acceptable to the Company.
Financing Activity
On August 14, 2025, the Company received $10,000 toward a Series A Preferred Stock subscription. The amount was recorded as Preferred Stock Payable within mezzanine equity at December 31, 2025. On January 12, 2026, the Company issued 35,469 Series A Preferred Shares to MAS Capital Investments Inc. for consideration comprising the previously received $10,000 and conversion of $25,469 of accounts payable.
On December 31, 2025, the Company issued three convertible promissory notes totaling $364,190 to settle outstanding accounts payable: $163,888 to 2752128 Ontario Ltd., $137,302 to Larchwood Management Partners Inc. and $63,000 to Sage Stone (Canada) Inc. The notes bear interest at 10% per annum, mature on December 31, 2026 and are convertible into common stock at $0.027 per share. These transactions provided no cash proceeds. See Note 5.
Off-Balance Sheet Arrangements
As of December 31, 2025, the Company had no off-balance sheet arrangements.
| 9 |
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Management considers an estimate to be critical if it involves significant judgment or uncertainty and could materially impact results if different assumptions were used.
Critical accounting estimates include stock-based compensation, valuation and impairment assessments related to investments, and the evaluation of contingent liabilities. Actual results may differ from these estimates. See Note 2 to the financial statements for further discussion of significant accounting policies.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures in the notes to the financial statements about specified expense categories included in income statement line items and selling expenses. ASU 2025-01 clarified its effective date. For the Company, the guidance is effective for the year ending December 31, 2027 and interim periods beginning in 2028. The Company is evaluating the additional disclosures and changes to its reporting processes that will be required.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded income tax disclosures, including a tax rate reconciliation presented in both dollars and percentages and additional information about income taxes paid by jurisdiction. The guidance applies to the Company’s annual financial statements for the year ended December 31, 2025 and does not change the recognition or measurement of income taxes.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Not applicable.
| Item 8. | Financial Statements and Supplementary Data |
The information required by this Item 8 is incorporated by reference to our financial statements and the related notes and the report of our independent registered public accounting firm beginning on page F-1 of this report.
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 9A. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Management, with the participation of the Company’s current Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2025. Based on that evaluation, these officers concluded that the Company’s disclosure controls and procedures were not effective. Specifically, management determined that such controls and procedures did not provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, or accumulated and communicated to management to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Rule 13a-15(f) under the Exchange Act. Management, with the participation of the Company’s current Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of ICFR as of December 31, 2025 using the COSO Internal Control—Integrated Framework (2013).
Management concluded that ICFR was not effective as of December 31, 2025 because of the following material weaknesses:
| 1. | Segregation of duties: Limited personnel prevented adequate segregation of transaction recording and review, and compensating review controls were insufficient. | |
| 2. | Related party transactions: Controls over the identification, approval and disclosure of related party transactions were not adequately formalized. | |
| 3. | Judgment interest: Controls failed to ensure that interest on the outstanding judgment was identified and accrued, resulting in a restatement of previously issued financial statements. |
These material weaknesses remained unremediated as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on the Effectiveness of Controls
Management, including the Company’s Principal Executive Officer and Principal Financial Officer, recognizes that any system of internal control over financial reporting and disclosure controls and procedures, no matter how well designed, can provide only reasonable assurance regarding the achievement of its objectives. Internal controls are subject to inherent limitations, including human error, judgment errors, and potential circumvention or override of controls. Accordingly, even effective internal controls may not prevent or detect all misstatements.
| Item 9B. | Other Information |
During the quarter ended December 31, 2025, no director
or officer
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
| 10 |
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
Directors and Executive Officers
The following individuals serve as the Company’s directors and executive officers as of the date of this Annual Report. Directors serve until their successors are duly elected and qualified or until their earlier resignation or removal. Executive officers are appointed by the Board of Directors and serve at its discretion.
| Name | Position Held with the Company | Age | Date of Current Appointment as Director | |||
| Michael A. Skinner | Director, President and Principal Executive Officer | 50 | September 10, 2026 | |||
| Ryan D. Moore | Director and Secretary | 48 | September 10, 2026 | |||
| Kelly White | Director, Treasurer, Principal Financial Officer and Principal Accounting Officer; Vice President, Finance and Administration | 59 | September 21, 2026 |
On September 10, 2026, Michael A. Skinner and Ryan D. Moore were appointed to the Board. Mr. O’Connor resigned as director, Chairman, Interim Chief Executive Officer and Principal Executive Officer on the same date. No successor Chairman was appointed.
Ms. White was appointed Treasurer and designated Principal Financial Officer and Principal Accounting Officer on September 21, 2026. Ms. White has provided finance and administration services to the Company since 2015.
Changes in Directors and Executive Officers
During 2025, Michael O’Connor and James Ross served as directors of the Company. Mr. Ross resigned from the Board effective April 22, 2026.
On September 10, 2026, Michael A. Skinner and Ryan D. Moore were appointed to the Board. Mr. Skinner was appointed President and Treasurer and designated Principal Executive Officer, and Mr. Moore was appointed Secretary. Mr. O’Connor resigned as director, Chairman, Interim Chief Executive Officer and Principal Executive Officer on the same date. No successor Chairman was appointed.
On September 21, 2026, the Board appointed Kelly White as the third director and Treasurer and designated her Principal Financial Officer and Principal Accounting Officer. Mr. Skinner ceased serving as Treasurer and continued as President and Principal Executive Officer. Mr. Moore continued as Secretary.
Series A Preferred Stock Governance Rights
The Company’s Series A Preferred Stock carries approval and director-appointment rights in the circumstances specified in its Certificate of Designation. In connection with the September 2026 leadership transition, preferred stockholders participated in identifying and recommending Mr. Skinner and Mr. Moore as director candidates. Their formal appointments were made by Mr. O’Connor in his capacity as the Company’s sole director.
| 11 |
Business Experience and Director Qualifications
Michael A. Skinner — Director, President and Principal Executive Officer
Mr. Skinner serves as President and Chief Executive Officer of RWI and its Turkish operating company. RWI is a minority investee and commercial counterparty of the Company.
Mr. Skinner served as Managing Partner of Viva Industries Inc. from January 2023 to September 2024 and as Chief Executive Officer of Innovation Cluster–Peterborough and the Kawarthas from 2016 to February 2023. He chaired Fleming College’s Centre for Advancement of Water and Wastewater Technologies from 2017 to September 2022 and served on the Southern Ontario Fund for Investment in Innovation’s Investor Review Committee from July 2021 to 2025.
His experience in water technology, investment, business development and commercialization contributes to the Board’s oversight of the Company’s operations and strategy.
Ryan D. Moore — Director and Secretary
Mr. Moore is an investor, business consultant and corporate executive. He operates a consulting business and has experience in corporate sales, channel development, government relations, commercial negotiations and strategic partnerships.
He serves as the sole director and Chief Executive Officer of Viva Industries Inc., an investment business, and as the sole director and an officer of 1001336241 Ontario Incorporated. He also serves as a director and officer of RWI. Since 2023, he has worked in stakeholder relations and business development for Miranda Water Technologies, where his responsibilities include developing sales channels, industry partnerships and business opportunities.
His consulting, commercial and investment experience contributes to the Board’s oversight of business development and financing activities.
Kelly White — Director, Treasurer, Principal Financial Officer and Principal Accounting Officer
Ms. White has provided finance, accounting, financial reporting and corporate-administration services to the Company since 2015, including serving as Vice President, Finance. She has more than 25 years of experience in finance, administration and human resources, including startup businesses and advisory services in the telecommunications, utilities and water sectors. She is President of 2752128 Ontario Ltd., through which she provides services to the Company.
Ms. White holds a Bachelor of Science degree in Mathematics and Economics from Trent University. Her financial reporting experience and knowledge of the Company’s accounting, operations and corporate administration contribute to the Board’s oversight responsibilities.
Family Relationships
There are no family relationships among the Company’s directors and executive officers.
Involvement in Certain Legal Proceedings
To the best of the Company’s knowledge, none of its current directors or executive officers has been involved during the preceding ten years in an event required to be disclosed under Item 401(f) of Regulation S-K.
Audit Committee and Financial Expertise
The Company does not currently maintain a separately designated audit committee. The full Board performs the audit committee’s functions, including oversight of financial reporting, internal control over financial reporting and the engagement of the Company’s independent registered public accounting firm.
The Board has determined that Kelly White, a director, Treasurer, Principal Financial Officer and Principal Accounting Officer, qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K. This determination is based on her education and experience in accounting, financial reporting and financial administration, including her experience preparing the Company’s financial statements and SEC reports. Ms. White is not independent under the Nasdaq independence standards used by the Company because she serves as an executive officer.
| 12 |
Related-Party Transaction Review
The Board reviews related-party transactions and arrangements, with interested directors disclosing their interests and abstaining from approval. In September 2026, Ms. White abstained from approval of the services agreement with 2752128 Ontario Ltd., which Mr. Skinner and Mr. Moore approved. Mr. Skinner and Mr. Moore abstained from approval of the management services agreement with RWI, which Ms. White approved.
Related-party transactions and the directors’ interests in those transactions are described in Item 13.
Code of Ethics
The Company has not adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. Adoption of a code of ethics remains a matter for consideration by the newly constituted Board following the September 2026 leadership transition.
Insider Trading Policies and Procedures
On September 1, 2025, the Board
Delinquent Section 16(a) Reports
The following Section 16(a) reports were filed after the applicable deadlines:
With respect to reporting obligations arising in 2025 or earlier, Michael O’Connor filed two late reports covering one transaction; Kelly White filed three late reports covering two transactions; 2752128 Ontario Ltd. filed three late reports covering two transactions; and James Ross filed one late initial report on Form 3. These counts exclude amendments that solely corrected previously reported information.
| Item 11. | Executive Compensation |
Compensation Governance
Due to the Company’s size and limited resources, the Board of Directors performs the functions typically assigned to a compensation committee. Compensation matters are reviewed and approved by the Board of Directors.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid to, or accrued for, Michael O’Connor, the Company’s Chief Executive Officer and Executive Chairman (who also served as Interim Chief Financial Officer during the periods presented), and Kelly White, Vice President of Finance, for services rendered during the fiscal years ended December 31, 2025 and 2024.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards | (3) | Option Awards (A) | All Other Compensation | Total | ||||||||||||||||||
| Michael O’Connor(1) | 2025 | $ | 103,500 | - | $39,900 | $ | - | $ | - | $ | 143,400 | |||||||||||||||
| CEO and Executive Chairman | 2024 | $ | 96,000 | - | - | $ | 23,979 | - | $ | 119,979 | ||||||||||||||||
| Kelly White (2) | 2025 | $ | 102,500 | - | $39,900 | $ | - | $ | - | $ | 142,400 | |||||||||||||||
| VP Finance | 2024 | $ | 96,000 | - | - | $ | - | - | $ | 96,000 | ||||||||||||||||
| (A) | Reflects the aggregate grant-date fair value of equity awards computed in accordance with ASC 718. Any incremental fair value of modified awards is disclosed where required. | |
| 1 | Michael O’Connor was appointed as the Company’s Chief Executive Officer and Executive Chairman in July 2017, following the Company’s reverse takeover transaction. | |
| 2 | Kelly White has served as Vice President of Finance since 2015. | |
| 3 | The 2025 amounts reported under “Stock Awards” represent the grant-date fair value of common shares issued on April 24, 2025 as compensation for services, computed in accordance with ASC 718. See Note 10 to the financial statements. |
| 13 |
Compensation reported in the Summary Compensation Table was provided pursuant to consulting or advisory agreements approved by the Board of Directors.
The Summary Compensation Table excludes compensation paid or payable to James Ross, who served as a non-executive director during the periods presented. Mr. Ross provided consulting services under an agreement separate from his service as a director. Compensation under that agreement is disclosed under Director Compensation and Related Party Transactions, as applicable.
Other Agreements
Certain executive officers and other members of senior management provide services to the Company pursuant to consulting arrangements approved by the Board of Directors. These arrangements are described in the Company’s financial statement disclosures and elsewhere in this Annual Report.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth the number of shares of common stock covered by outstanding stock option awards that are exercisable and unexercisable, and the number of shares of common stock covered by unvested restricted stock awards for each of our named executive officers as of December 31, 2025.
| Outstanding Equity Awards at Fiscal Year-End For Each Named Officer | ||||||||||||||||||||
| Option Awards | ||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||
| Michael O’Connor | 264,000 | - | - | .0347 | 2029 | |||||||||||||||
| Kelly White | 164,000 | - | - | .0347 | 2026 | |||||||||||||||
| Kelly White | 100,000 | - | - | .0347 | 2027 | |||||||||||||||
Equity Awards Granted to Named Executive Officers
On January 8, 2024, the Company granted its Chief Executive Officer 264,000 stock options. These options were fully vested upon grant, have an exercise price of $0.0347 per share and expire on January 8, 2029. The grant was approved by the Board of Directors.
The Company has also granted stock options to Kelly White, Vice President of Finance, pursuant to consulting arrangements approved by the Board of Directors. These options vest over time and have expiration dates in 2026 and 2027, respectively. The exercise price of these options was modified by the Board of Directors in January 2024 to $0.0347 per share, consistent with the fair market value of the Company’s common stock at the time of modification.
No stock options were granted to named executive officers during 2025. The Company issued common shares to consultants on April 24, 2025, including awards reported in the Summary Compensation Table.
Details regarding the accounting treatment, valuation assumptions, and expense recognition related to these equity awards are disclosed in the notes to the Company’s audited financial statements.
| 14 |
Equity Awards
Common stock awards issued in 2025 and outstanding stock options are described in this Item and in Notes 10 and 15.
Director Compensation
The Company did not pay any standard director compensation, including cash retainers, equity awards, or other benefits, to its non-executive directors during the fiscal year ended December 31, 2025.
James Ross, a non-executive director of the Company, provides consulting services to the Company pursuant to a consulting agreement that is separate and independent from his service as a director. Under the agreement, Mr. Ross receives compensation of $3,000 per month for strategic advisory services. The consulting arrangement was approved by the Board of Directors and is disclosed under “Related Party Transactions.”
The Board of Directors periodically reviews its director compensation practices and expects to continue to evaluate such practices as the Company’s operations and governance needs evolve.
Other than the consulting arrangement described above, the Company did not provide any cash or equity compensation to its non-executive directors during the year ended December 31, 2025.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
As of November 5, 2026, the Company had 95,004,273 shares of common stock outstanding.
The following table presents the beneficial ownership of the Company’s common stock as of that date by each person known to beneficially own more than 5% of the common stock, each current director, each named executive officer for the fiscal year ended December 31, 2025, and all current directors and executive officers as a group.
Beneficial ownership includes common shares over which a person has sole or shared voting or investment power, including shares held through controlled companies. It also includes common shares that the person has the right to acquire within 60 days of October 12, 2026 through the exercise of options or warrants or the conversion of preferred shares or convertible notes.
Each individual’s ownership percentage is calculated by dividing that person’s total beneficially owned common shares by the sum of 95,004,273 and the additional common shares that person has the right to acquire within 60 days. Those additional shares are included in that person’s calculation but are not added to the calculation for another person who does not beneficially own them.
The group ownership percentage includes the holdings of the Company’s three current directors and executive officers. Shares beneficially owned by more than one group member are counted only once. Former directors and officers are excluded from the group total.
| Name of Beneficial Owner | Common Shares Beneficially Owned | Percent of Class | ||||||
| Michael A. Skinner¹ | 6,128,162 | 6.15 | % | |||||
| Ryan D. Moore² | 20,996,673 | 19.73 | % | |||||
| Kelly White³ | 17,158,322 | 16.88 | % | |||||
| Michael O’Connor⁴ | 8,103,429 | 8.04 | % | |||||
| Viva Industries Inc.⁵ | 10,851,846 | 11.07 | % | |||||
| 1001336241 Ontario Incorporated⁶ | 9,726,124 | 9.41 | % | |||||
| 2752128 Ontario Ltd.⁷ | 6,643,882 | 6.54 | % | |||||
| Larchwood Management Partners Inc.⁸ | 5,482,327 | 5.46 | % | |||||
| All current directors and executive officers as a group (3 persons)⁹ | 44,283,157 | 37.62 | % | |||||
| 15 |
Unless otherwise indicated, the address of each beneficial owner is c/o Rainmaker Worldwide Inc., 2510 East Sunset Road, Suite 5 #925, Las Vegas, Nevada 89120. Each individual has sole voting and investment power over the securities attributed to that individual, including securities held through controlled entities.
¹ Michael A. Skinner. Includes 1,496,895 outstanding common shares held through MAS Capital Inc. and Kawartha Entertainment Group Inc., and 4,631,267 common shares issuable upon conversion of 69,469 Series A Preferred shares held by those entities. Mr. Skinner controls both entities. His reported beneficial ownership excludes securities held by Viva Industries Inc., over which Mr. Moore exercises voting and investment control.
² Ryan D. Moore. Includes 418,703 common shares held personally, 1,326,124 common shares held by 1001336241 Ontario Incorporated, and 7,815,979 common shares held by Viva Industries Inc. Also includes 8,400,000 common shares issuable upon conversion of 126,000 Series A Preferred shares held by 1001336241 Ontario Incorporated and 3,035,867 common shares issuable upon conversion of 45,538 Series A Preferred shares held by Viva Industries Inc. Mr. Moore controls voting and investment decisions for both entities.
³ Kelly White. Includes 10,514,440 outstanding common shares held personally, 6,543,882 common shares issuable upon conversion of the convertible note held by 2752128 Ontario Ltd., and 100,000 common shares issuable upon exercise of that entity’s outstanding option at $0.0347 per share. The note-conversion calculation includes principal of $163,888.08 and accrued interest of $12,796.74 through October 12, 2026, convertible at $0.027 per share. Ms. White controls 2752128 Ontario Ltd.
⁴ Michael O’Connor. Includes 2,357,102 outstanding common shares held personally, 5,482,327 common shares issuable upon conversion of the convertible note held by Larchwood Management Partners Inc., and 264,000 common shares issuable upon exercise of his outstanding option at $0.0347 per share. The note-conversion calculation includes principal of $137,301.99 and accrued interest of $10,720.84 through October 12, 2026, convertible at $0.027 per share. Mr. O’Connor controls Larchwood Management Partners Inc. He resigned from all positions with the Company on September 10, 2026 and is excluded from the current directors and executive officers group.
⁵ Viva Industries Inc. Includes 7,815,979 outstanding common shares and 3,035,867 common shares issuable upon conversion of 45,538 Series A Preferred shares. These securities are also included in Mr. Moore’s beneficial ownership and are not additional holdings.
⁶ 1001336241 Ontario Incorporated. Includes 1,326,124 outstanding common shares and 8,400,000 common shares issuable upon conversion of 126,000 Series A Preferred shares. These securities are also included in Mr. Moore’s beneficial ownership and are not additional holdings.
⁷ 2752128 Ontario Ltd. Includes 6,543,882 common shares issuable upon conversion of its convertible note and 100,000 common shares issuable upon exercise of its outstanding option. These securities are also included in Ms. White’s beneficial ownership and are not additional holdings.
⁸ Larchwood Management Partners Inc. Includes 5,482,327 common shares issuable upon conversion of its convertible note. These securities are also included in Mr. O’Connor’s beneficial ownership and are not additional holdings.
⁹ Group ownership and percentage calculations. The group consists of Michael A. Skinner, Ryan D. Moore and Kelly White. Securities held through their controlled entities are counted only once. Each ownership percentage uses the 95,004,273 outstanding common shares plus only the additional shares acquirable by that beneficial owner. The group percentage uses 117,715,289 shares, consisting of outstanding common shares plus 22,711,016 shares acquirable by group members.
| 16 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Related-Person Transactions
The Company’s related-person transactions include consulting and compensation arrangements with Michael O’Connor through Larchwood Management Partners Inc., Kelly White through 2752128 Ontario Ltd., and James Ross through Sage Stone (Canada) Inc. Compensation arrangements are described in Item 11, and related balances and transactions are described in Notes 5, 6 and 11 to the financial statements.
On December 31, 2025, the Company converted outstanding accounts payable into convertible promissory notes as follows:
| Related Person | Note Holder | Principal Amount | ||||
| Michael O’Connor | Larchwood Management Partners Inc. | $ | 137,302 | |||
| Kelly White | 2752128 Ontario Ltd. | $ | 163,888 | |||
| James Ross | Sage Stone (Canada) Inc. | $ | 63,000 | |||
| Total | $ | 364,190 | ||||
The notes bear simple interest at 10% per annum, mature on December 31, 2026 and permit conversion of principal and accrued interest into common stock at $0.027 per share. The notes replaced existing accounts payable and provided no cash proceeds. See Note 5 to the financial statements.
During the year ended December 31, 2025, the Company did not consider Mr. Ross an independent director because of his consulting relationship with the Company. The Company had no independent directors during that year.
September 2026 Services Arrangements
Effective September 22, 2026, the Company entered into an Interim Vice President, Finance & Administration Services Agreement with 2752128 Ontario Ltd., a company controlled by Kelly White, a director, Treasurer, Principal Financial Officer and Principal Accounting Officer of the Company. The agreement provides for monthly fees of $2,500 and expires December 31, 2026 unless earlier terminated or extended.
Also effective September 22, 2026, the Company entered into an Interim Strategic Management Services Agreement with RWI, its minority investee and equipment supplier. Michael A. Skinner and Ryan D. Moore, directors and officers of the Company, also have management and ownership interests in RWI. RWI provides services principally through Mr. Skinner, Mr. Moore and Catia Skinner for an aggregate fee of $1,500 per month. The agreement expires December 31, 2026 unless earlier terminated or extended. These services are separate from Mr. Skinner’s and Mr. Moore’s director and officer duties and exclude dealings between the Company and RWI. See Note 19.
Equipment Purchases and Distribution Arrangement with RWI
The Company purchases equipment from Rainmaker Worldwide Inc. (Ontario) (“RWI”), operating as Miranda Water Technologies. On September 30, 2025, the Company purchased air-to-water and reverse-osmosis equipment from RWI for an aggregate purchase price of $126,410.64. At December 31, 2025, $82,000.64 remained outstanding.
The Company also has a Master Distributor Agreement with RWI dated June 1, 2024, providing distribution rights in the United States and Mexico, including exclusive direct-sales rights subject to the agreement’s limitations. Michael A. Skinner and Ryan D. Moore, current directors and officers of the Company, also have management and ownership interests in RWI. See Item 1, “Business-Corporate History and Structure,” and the Master Distributor Agreement included as Exhibit 10.7.
Director Independence
The Company’s current directors are Michael A. Skinner, Ryan D. Moore and Kelly White. For purposes of its independence disclosure, the Company evaluates independence using Nasdaq Listing Rule 5605(a)(2).
The Company does not consider any current director independent. Mr. Skinner serves as President and Principal Executive Officer, Mr. Moore serves as Secretary, and Ms. White serves as Treasurer, Principal Financial Officer and Principal Accounting Officer. The Company also considers Ms. White’s consulting arrangement through 2752128 Ontario Ltd. and Mr. Skinner’s and Mr. Moore’s management and ownership relationships with RWI, an equipment supplier and commercial counterparty of the Company.
| Item 14. | Principal Accounting Fees and Services |
The aggregate fees billed for the most recently completed fiscal year ended December 31, 2025 and for fiscal year ended December 31, 2024 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| Year Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Audit Fees | 46,000 | 40,750 | ||||||
| Audit Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | 46,000 | 40,750 | ||||||
Fees for the year ended December 31, 2025 and 2024 relate to M&K CPAS, PLLC, the Company’s auditor.
The Company does not maintain a separate audit committee; the full Board performs that function. The Board serving at the time approved the annual audit and quarterly review engagements before the services were provided.
| 17 |
PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
(a) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Incorporation, dated February 27, 1998. Incorporated by reference to Exhibit 3.1 to the Company’s Form 10/A filed September 24, 2021. | |
| 3.2 | Bylaws. Incorporated by reference to Exhibit 3.2 to the Company’s Form 10 filed July 19, 2021. | |
| 3.3 | Certificate of Designation of Series A Preferred Stock. Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed June 2, 2023. | |
| 3.4 | Amendment to the Certificate of Designation of Series A Preferred Stock, dated May 9, 2025. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed May 15, 2025. | |
| 3.5 | Certificate of Amendment to the Articles of Incorporation, effective June 29, 2022, increasing the Company’s authorized capital. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K dated June 30, 2022. | |
| 3.6 | Certificate of Amendment to the Amended Articles of Incorporation relating to the one-for-twenty-five reverse stock split. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed September 27, 2024. | |
| 4.1 | Description of the Company’s Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934. Filed herewith. | |
| 10.1 | Convertible Promissory Note issued to 2752128 Ontario Ltd., dated December 31, 2025. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 5, 2026. | |
| 10.2 | Convertible Promissory Note issued to Larchwood Management Partners Inc., dated December 31, 2025. Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed January 5, 2026. | |
| 10.3 | Convertible Promissory Note issued to Sage Stone (Canada) Inc., dated December 31, 2025. Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed January 5, 2026. | |
| 10.4† | Amendment No. 4 to the Consulting Agreement with Larchwood Management Partners Inc., dated December 1, 2025. Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed January 5, 2026. | |
| 10.6† | Amendment No. 4 to the Consulting Agreement with 2752128 Ontario Ltd., dated December 1, 2025. Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed January 5, 2026. | |
| 10.7 | Master Distributor Agreement with RWI, dated June 1, 2024. Filed herewith. | |
| 10.8 | Master Distributor Agreement with RWI, dated April 30, 2026, superseding and replacing the June 1, 2024 agreement. Filed herewith. | |
| 10.9 | Settlement Agreement with Sphere 3D Corp., dated January 13, 2026. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 14, 2026. | |
| 10.10† | Interim Vice President, Finance & Administration Services Agreement with 2752128 Ontario Ltd., effective September 22, 2026. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed September 23, 2026. | |
| 10.11† | Interim Strategic Management Services Agreement with RWI, effective September 22, 2026. Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed September 23, 2026. | |
| 10.12† | 2026 Equity Incentive Plan, dated January 9, 2026. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 15, 2026. | |
| 10.13† | Consulting Agreement with Larchwood Management Partners Inc., effective July 3, 2017, together with amendments dated February 28, 2020 and January 1, 2021. Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K filed March 31, 2022. | |
| 10.14† | Consulting Agreement with 2752128 Ontario Ltd., effective March 1, 2020, together with the amendment effective April 1, 2021. Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K filed March 31, 2022. | |
| 10.15† | Business Consulting Agreement with Sage Stone (Canada) Inc., effective January 1, 2026. Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed January 5, 2026. | |
| 10.16 | Senior Secured Convertible Promissory Note dated September 14, 2020, issued by the Company to Sphere 3D Corp. Incorporated by reference to Exhibit 4.1 to Sphere 3D Corp.’s Form 8-K filed September 18, 2020. | |
| 10.17† | Amendment No. 2 to Consulting Agreement with 2752128 Ontario Ltd., effective July 1, 2022. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed August 15, 2022. | |
| 10.18† | Amendment No. 3 to Consulting Agreement with Larchwood Management Partners Inc., dated June 1, 2023. Filed herewith. | |
| 10.19† | Amendment No. 3 to Consulting Agreement with 2752128 Ontario Ltd., dated June 1, 2023. Filed herewith. | |
| 10.20 | Amendment No. 1 to Senior Secured Convertible Promissory Note, dated September 14, 2023, between the Company and Sphere 3D Corp. Incorporated by reference to Exhibit 4.3 to Sphere 3D Corp.’s Form 10-Q filed November 13, 2023. | |
| 10.21 | Amendment No. 2 to Senior Secured Convertible Promissory Note, dated March 14, 2024, between the Company and Sphere 3D Corp. Filed herewith. | |
| 10.22 | Amendment No. 3 to Senior Secured Convertible Promissory Note, dated July 14, 2024, between the Company and Sphere 3D Corp. Filed herewith. | |
| 10.23 | Amendment No. 4 to Senior Secured Convertible Promissory Note, dated January 14, 2025, between the Company and Sphere 3D Corp. Filed herewith. | |
| 19 | Insider Trading Policy, dated September 1, 2025. Filed herewith. | |
| 31.1 | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. | |
| 31.2 | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. | |
| 32.1 | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. | |
| 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
| 101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed herewith. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. Filed herewith. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. Filed herewith. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith. | |
| 104 | Cover Page Interactive Data File, embedded within the Inline XBRL document and included in Exhibit 101. Filed herewith. |
† Indicates a management contract or compensatory plan or arrangement.
(b) Financial Statement Schedules
Our financial statements being filed as part of this Form 10-K are filed in Item 8 of this Form 10-K. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
Item 16. Form 10-K Summary
None.
| 18 |
RAINMAKER WORLDWIDE INC.
FINANCIAL STATEMENTS
INDEX
| Page | |
| Report of Independent Registered Public Accounting Firm(Auditor Firm ID |
F-2 |
| Balance Sheets | F-3 |
| Statements of Operations and Comprehensive Loss | F-4 |
| Statements of Stockholders’ Equity (Deficit) | F-5 |
| Statement of Cash Flows | F-6 |
| Notes to the Financial Statements | F-7 – F-29 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Rainmaker Worldwide, Inc.
Opinion on the Financial Statements
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred continuing net losses from operations and has a significant accumulated deficit which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern
As discussed in Note 1 to the consolidated financial statements, the Company has incurred continuing losses from operations and has a significant accumulated deficit.
Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate going concern and management’s disclosure on going concern.
/s/
We have served as the Company’s auditor since 2020.
November 5, 2026
| F-2 |
RAINMAKER WORLDWIDE INC.
(Formerly Gold and Silver Mining of Nevada Inc.)
Balance Sheets
| December 31 | December 31 | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Other receivables | ||||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Related party payables | ||||||||
| Accrued liabilities | ||||||||
| Customer deposits | ||||||||
| Contingent liability | ||||||||
| Convertible notes payable, net of discount of $ and $ | ||||||||
| Convertible notes payable-related parties, net of discount of $ | ||||||||
| Notes payable - related parties | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Payables | ||||||||
| Long term notes payable - related parties | ||||||||
| Total Long Term Payables | ||||||||
| Total Liabilities | $ | $ | ||||||
| Mezzanine Equity | ||||||||
| Preferred stock - $ par value; stated value $; Authorized shares: Series A; and issued and outstanding at December 31, 2025 and 2024 respectively. | $ | $ | ||||||
| Preferred Stock Payable | ||||||||
| Total Mezzanine Equity | $ | $ | ||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock - $ par value; authorized shares at December 31, 2025 and 2024; and shares issued and outstanding at December 31, 2025 and 2024, respectively | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | $ | ( | ) | $ | ( | ) | ||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
RAINMAKER WORLDWIDE INC.
(Formerly Gold and Silver Mining of Nevada Inc.)
Statements of Operations and Comprehensive Loss
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of Goods Sold | ||||||||
| Gross Margin | ( | ) | ||||||
| Expenses | ||||||||
| General and administrative expense | $ | |||||||
| Total Expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Other income | ||||||||
| Income (loss) from write-off of prepaid expenses | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Amortization of debt discount | ( | ) | ( | ) | ||||
| Initial derivative expense | ( | ) | ||||||
| Change in derivative liabilities expense | ||||||||
| Loss on equity method investment | ( | ) | ||||||
| Impairment expense | ( | ) | ||||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Net loss per share: | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of common shares outstanding: | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
RAINMAKER WORLDWIDE INC.
(Formerly Gold and Silver Mining of Nevada Inc.)
Statements of Stockholders’ Equity (deficit)
| Mezzanine Equity | Accumulated | |||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Stock | Additional | other | |||||||||||||||||||||||||||||||||||||||||
| Additional paid-in | Payable - | Common Stock | paid-in | Stock | comprehensive | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | capital ($) | Preferred | Shares | Amount ($) | capital ($) | Receivable | Deficit ($) | income ($) | Total | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||||||||||||||
| Settlement of derivative liability | - | |||||||||||||||||||||||||||||||||||||||||||
| Stock payable-Preferred | - | |||||||||||||||||||||||||||||||||||||||||||
| Receipt of funds owed | - | |||||||||||||||||||||||||||||||||||||||||||
| Net gain (loss) for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||||
| Conversion of related-party notes and accrued interest | $ | |||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible note and accrued interest | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Stock payable - Preferred | ||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred shares to common shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Net gain (loss) for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
RAINMAKER WORLDWIDE INC.
(Formerly Gold and Silver Mining of Nevada Inc.)
Statements of Cash Flows
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash used for operating activities: | ||||||||
| Impairment expense | ||||||||
| Stock-based compensation | ||||||||
| Initial derivative | ||||||||
| (Income)/Loss from equity method investment | ||||||||
| Discount amortization | ||||||||
| Change in fair value of derivative liabilities | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other receivable | ||||||||
| Prepaid expenses, prepaid expenses related parties | ||||||||
| Accounts payable, related party payables and accrued liabilities | ||||||||
| Non-cash accrued interest on judgment (see Note 12) | ||||||||
| Customer deposits | ||||||||
| CASH USED FOR OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Promissory note issuance-related party | ( | ) | ||||||
| Cash repaid from related party note issuance | ||||||||
| CASH USED FOR INVESTING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from preferred subscription | ||||||||
| Stock issued for cash | ||||||||
| Payments on debt | ( | ) | ||||||
| CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Effect on Foreign Currency Exchange | ||||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ( | ) | ||||
| CASH AT BEGINNING OF YEAR | ||||||||
| CASH AT PERIOD END | $ | $ | ||||||
| NON-CASH TRANSACTIONS | ||||||||
| Shares issued for conversion of related party notes payable | ||||||||
| Series A Preferred Stock converted into common stock | ||||||||
| Related-party accounts payable converted into convertible notes | ||||||||
| Debt swap with RWI | ||||||||
| Amendment to convertible note | ||||||||
| Settlement of derivative by repayment of convertible note | ||||||||
| Divestiture of RWI | ||||||||
| Initial Derivative/Debt Discount | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
Note 1: Nature of Operations and Going Concern
Nature of Operations
Rainmaker Worldwide Inc. (“RAKR” or the “Company”) is a Nevada corporation engaged in the development and commercialization of energy-efficient freshwater production and purification technologies. The Company’s product offerings include Air-to-Water (“AW”) systems, which extract water from atmospheric humidity, and water treatment solutions designed to convert contaminated or seawater into potable or reusable water for industrial, commercial, and community-based applications.
The Company conducts its activities through strategic partnerships and consulting arrangements with its executive personnel and senior advisors. The Company expects future sales to be driven primarily through independent distributors and project developers.
For
the years ended December 31, 2025 and 2024, the Company generated revenues of $
Organizational Structure
The
Company previously conducted a portion of its operations through Rainmaker Worldwide Inc. (Ontario) (“RWI”), an Ontario-based
entity formed to commercialize the Company’s water technologies. As a result of prior transactions and capital restructurings at
RWI, the Company’s ownership interest was reduced and its investment in RWI was fully impaired as of December 31, 2024. As of December
31, 2025, the Company’s ownership interest in RWI was approximately
Despite the impairment, the Company retains certain distribution rights related to products developed by RWI and its subsidiaries.
Going Concern
The
Company has incurred recurring losses from operations and has an accumulated deficit of $
The Company’s ability to continue operations is dependent upon its ability to obtain additional financing through equity or debt offerings and to generate sufficient revenues to meet its obligations as they become due. Management intends to pursue additional financing and operational initiatives to support the Company’s business activities. There can be no assurance that such plans will be successfully implemented.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that may result from the outcome of these uncertainties.
Share Consolidation (Reverse Stock Split)
On September 26, 2024, the Company effected a one-for-twenty-five share consolidation of its issued and outstanding common stock. All share and per-share amounts presented in these financial statements have been retroactively adjusted to reflect the share consolidation.
| F-7 |
Note 2: Significant Accounting Policies
Basis of Preparation
The accompanying financial statements are those of Rainmaker Worldwide Inc. (the ‘Company’). The financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”).
The preparation of the financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
All accounting policies are chosen to ensure the resulting financial information satisfies the concepts of relevance and reliability.
Foreign Currency Translation
The reporting currency of the Company is the United States dollar. Assets and liabilities of foreign operations are translated using period-end exchange rates, and revenues and expenses are translated using average rates.
Intangible Assets
The Company did not have any intangible assets as of December 31, 2025 or 2024.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and any recognized impairment loss. Cost includes the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its intended use.
Depreciation is provided at rates estimated to write off the cost of the relevant assets less their estimated residual values by equal annual amounts over their expected useful lives. Residual values and expected useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. Depreciation periods for the Company’s property and equipment are as follows:
| Leasehold Improvements - | Manufacturing
Equipment - |
| Office
Furniture & Equipment - |
Demonstration
Equipment - |
| Computer
Software - |
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.
For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For derivative financial instruments that are classified as liabilities, including those arising from complex or non-standard equity-linked features, the Company used a Monte Carlo simulation model to estimate fair value at inception and at subsequent measurement dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Debt Issue Costs and Debt Discount
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
| F-8 |
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The Company adopted ASC 606 on January 1, 2018 using the modified retrospective method, and the adoption did not have a material impact on the Company’s revenue recognition policies.
The Company generates revenue through the direct sales of water production and purification systems. A contract with a customer is established once an agreement is signed and an initial down payment is received. Revenue is recognized when control of the system transfers to the customer, which generally occurs upon the transfer of title. Customer deposits received prior to the transfer of control are recorded as unearned revenue.
Equipment sales generally consist of a single performance obligation, which is the delivery of the product. The Company also generates revenue from operating, maintenance, and professional services, which are recognized in the period in which the services are performed.
The Company recognizes revenue from government grants and contracts in the period during which related costs are incurred, to the extent that the related performance obligations have been satisfied and collection is probable.
Revenues
recognized for the years ended December 31, 2025 and 2024 were $
Related Party Transactions
Parties are related if one party can directly or indirectly control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount.
Share-based Payment Expense
The Company accounts for share-based awards to employees and non-employees within the scope of ASC 718, Compensation-Stock Compensation. Equity-classified awards are measured at grant-date fair value and recognized over the requisite service period. Common stock awards are valued using the quoted market price on the measurement date, and stock options are valued using an appropriate option-pricing model. Classification, vesting conditions, forfeitures and modifications are evaluated under ASC 718.
Financial Liabilities and Equity Instruments
Financial liabilities and equity instruments are classified and accounted for as debt or equity according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Marketing, Advertising and Promotional Costs
As required by Generally Accepted Accounting Principles of the United States, the Company records marketing costs as an expense in the year to which such costs relate. The Company does not defer amounts on its year-end balance sheets with respect to marketing costs. Advertising costs are expensed as incurred.
The Company reports loss per share in accordance with ASC 260, “Earnings per Share”. Basic loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock and other potentially dilutive securities outstanding during the year. Potentially dilutive securities were excluded from the calculation of diluted loss per share as their effect would have been antidilutive.
| F-9 |
Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we will be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
Income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted by the date of the statement of financial position.
The Company accounts for equity-settled share-based compensation arrangements in accordance with ASC 718, Compensation—Stock Compensation. Share-based compensation cost is measured at the grant-date fair value of the equity instruments issued and is recognized as expense over the requisite service period, which is generally the vesting period.
Compensation cost is recognized only for those awards that are expected to vest and is adjusted based on the Company’s estimate of the number of awards that will ultimately vest. For awards that do not vest, compensation cost is reversed, except for awards with market-based vesting conditions, which are recognized regardless of whether the market condition is ultimately satisfied.
When the terms of an equity-settled award are modified, the Company recognizes, at a minimum, the compensation cost that would have been recognized had the terms not been modified. Any incremental fair value resulting from a modification that is beneficial to the recipient is recognized as additional compensation cost over the remaining service period.
Inventory
Inventory and work in progress are valued at the lower of cost and net realizable value. The production cost of inventory includes an appropriate proportion of depreciation and production overheads based on the ratio of indirect vs. direct costs. Cost is determined on the following bases: Raw materials and consumables are valued at cost on a first in, first out (FIFO) basis; finished products are valued at raw material cost, labor cost and a proportion of manufacturing overhead expenses.
| F-10 |
Financial Instruments
ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy prioritizing the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).
Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants.
Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.
Level 3 - Significant unobservable inputs that cannot be corroborated by market data.
The Company’s policy is to recognize transfers into and out of Level 3 as of the date of the event or change in the circumstances that caused the transfer. There were no such transfers during the periods being reported.
Customer Concentration
For
the year ended December 31, 2025, one customer accounted for all equipment sales revenue of $
Cash and Cash Equivalents
The Company maintains its cash balances at commercial banks located in Canada. Cash balances held at these institutions are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to applicable limits. From time to time, cash balances may exceed insured limits and are therefore subject to credit risk.
Customer Deposits
The
typical arrangement for customer deposits for purchases of Company products is
Segment Reporting
The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, for the year ended December 31, 2024. The Company operates as a single reportable segment focused on water production, purification and wastewater treatment technologies. Segment information, including the measures reviewed by the Chief Operating Decision Maker, is disclosed in Note 17.
Leases
The Company accounts for leases in accordance with ASC 842, Leases. The Company determines whether an arrangement is or contains a lease at contract inception and classifies leases as operating or finance leases at lease commencement. Right-of-use assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. The Company uses the rate implicit in the lease when readily determinable; otherwise, it uses its incremental borrowing rate. Operating lease expense is recognized on a straight-line basis over the lease term. For finance leases, amortization of the right-of-use asset and interest on the lease liability are recognized separately.
The Company had
Note 3: Investment in Mexican Entity
On June 23, 2025, the Company, together with Rainmaker Worldwide Inc. (Ontario) (“RWI”) and a local partner, incorporated RAKR México S.A. de C.V. (“RMEX”) to pursue water and related commercial opportunities in Mexico.
The Company owns
The local partner, who operates LM4 Pozos y Construcción S.A. de C.V., serves as RMEX’s Chief Executive Officer and manages its day-to-day activities. The Company has no representation on RMEX’s board and does not participate in its operating or financial policy decisions. Accordingly, the Company concluded that it neither controls nor has significant influence over RMEX. RMEX is not consolidated, and the Company’s direct investment is accounted for under ASC 321, Investments-Equity Securities.
At December 31, 2025, RMEX’s activities were limited to incorporation and administrative setup. The Company contributed no cash
or other financial resources to RMEX during 2025. The subsequent payment for its shares and shareholder loan are described in Note 19.
The carrying value of the Company’s investment in RMEX was $
| F-11 |
Note 4: Equity Investment
Rainmaker Worldwide Inc. (Ontario) (“RWI”)
On
April 1, 2023, Rainmaker Worldwide Inc. (Nevada) (“RAKR” or the “Company”) divested a
On
December 31, 2024, pursuant to a Debt Swap and Conversion Agreement, RWI assumed $
As a result of the Company’s reduced ownership interest and RWI’s capital restructuring, management concluded during the year ended December 31, 2024 that the Company no longer had significant influence over RWI and that the carrying value of its investment was not recoverable.
Impairment of Investment in RWI
As of December 31, 2024, RWI experienced continuing operating losses, negative cash flows, and a net liability position. Based on these conditions, the Company concluded that the carrying value of its investment in RWI was impaired and not recoverable. Accordingly, the Company recorded an impairment charge to reduce the carrying value of the investment to zero during the year ended December 31, 2024.
No equity method income or losses were recognized subsequent to the impairment of the investment, and the carrying value of the investment in RWI was zero as of December 31, 2025 and December 31, 2024.
| F-12 |
| Carrying Value as of | ||||||||||
| Location | December 31, 2025 | December 31, 2024 | ||||||||
| Rainmaker Worldwide Inc. | Ontario, Canada | |||||||||
| Percentage ownership | % | % | ||||||||
| Initial investment cost | $ | $ | ||||||||
| Less: Distributions | ||||||||||
| Less: debt applied | ||||||||||
| Less: Equity method investment losses | ||||||||||
| Less: Impairment expense | ||||||||||
| Carrying value of investment | $ | $ | ||||||||
The initial investment cost represents amounts contributed in connection with the Company’s equity investment in RWI prior to the impairment of the investment.
Note 5: Convertible Notes Payable
The Company’s convertible notes payable are summarized below.
Legacy Convertible Note (2017)
An
$
Senior Secured Convertible Note – Sphere 3D
On
September 14, 2020, the Company issued a Senior Secured Convertible Promissory Note in the amount of $
Convertible Note Issued May 8, 2023
On
May 8, 2023, the Company issued a convertible promissory note in the amount of $
| F-13 |
Executive Debt Restructuring Notes (2024)
On
January 8, 2024, the Company issued four convertible promissory notes as part of a debt restructuring, totaling $
Executive Debt Restructuring Notes (2025)
On December 31, 2025, the Company issued three convertible promissory notes totaling $
| Holder | Principal | |||
| 2752128 Ontario Ltd. | $ | |||
| Larchwood Management Partners Inc. | ||||
| Sage Stone (Canada) Inc. | ||||
| Total | $ | |||
The
notes bear simple interest at
Note 6: Notes Payable, Related Parties
Promissory
notes dated November 6, 2016, with a principal amount of $
In
2017 compensation was due to members of executive management and other senior management in the amount of $
On
January 8, 2024, to alleviate the payables burden on the Company, executives agreed, and the Company issued three long-term promissory
notes totaling $
Also
on January 8, 2024, the Company, as part of a debt restructuring, issued four convertible promissory notes for payables owed to executives
and management of the Company totaling $
On
December 31, 2025, the Company, as part of a debt restructuring, issued three convertible promissory notes for payables owed to executives
of the company totaling $
| F-14 |
Note 7: Other Loans Payable
On
February 2, 2021, the Company entered into a short-term loan agreement in the amount of $
Note 8: Derivative Liabilities
On
September 26, 2024, the
Derivative liabilities (fair value)
| Beginning Balance | $ | |||||
| Change due to Issuances | ||||||
| Change due to Conversions | ( | ) | ||||
| Mark-to-market | ( | ) | ||||
| Gain on derivatives-convertible notes | ( | ) | ||||
| Gain on derivatives-warrants | ( | ) | ||||
| Fair Value Balance December 31, 2024 | $ | (reclassified to equity as of September 26, 2024) |
Note 9: Customer Deposits
As
of December 31, 2025, the Company held customer deposits totaling $
Note 10: Common Stock
Common Stock
On
September 26, 2024,
As of December 31, 2024, the Company had authorized shares, of which shares are Common Stock with a par value of $ per share and shares are Preferred Stock (see Note 16) with a par value of $ per share.
As of December 31, 2025, shares of common stock were issued and outstanding. There were no changes to the Company’s authorized capital during the year ended December 31, 2025. The following table details the number of common stock issued:
| Number of Shares | ||||
| Balance, December 31, 2023 | ||||
| Balance, December 31, 2024 | ||||
| Conversion of convertible promissory notes | ||||
| Stock compensation | ||||
| Conversion of Series A Preferred Shares | ||||
| Balance, December 31, 2025 | ||||
| F-15 |
During 2024, the Company did not issue any common stock.
On January 2, 2025, the Company issued restricted common stock upon conversions of convertible promissory notes (see Note 6 for details).
On April 24, 2025, the Company issued restricted shares of common stock to consultants as compensation for services rendered. The Company recognized stock-based compensation expense of $ in connection with this issuance, included in general and administrative expenses.
On May 7, 2025, the Company issued restricted common stock upon conversion of a convertible promissory note (see Note 6 for details).
On
June 16, 2025, the Company issued restricted common stock upon conversion of $
On
July 3, 2025, the Company issued restricted common stock upon conversion of $
On
August 28, 2025, the Company issued restricted common stock upon conversion of $
On
September 3, 2025, the Company issued restricted common stock upon conversion of $
On
September 4, 2025, the Company issued restricted common stock upon conversion of $
Note 11: Related Party Transactions
As
of December 31, 2025, outstanding compensation and expense reimbursements due to consultants engaged by the Company totaled $
The
Company (the lender) signed a loan agreement with RHBV (the borrower) on June 21, 2022. RAKR agreed to a two-year loan facility with
an interest rate of
Effective
April 1, 2023, the Company divested a
| F-16 |
On
November 6, 2023, the Company issued shares of common stock to Rainmaker Worldwide Inc. (Ontario) (“RWI”) in connection
with the Miranda acquisition. The shares were valued at $
On
January 16, 2024, the Company made an investment in RWI in the amount of $
Note 12: Commitments and Contingencies
The Company is subject to the judgment described below and may be subject to other claims in the ordinary course of business. Legal obligations and contingencies are evaluated based on available information and advice from legal counsel.
On
April 27, 2018, the Company identified a judgement dated August 8, 2016, against six Defendants including a former subsidiary of the
Company as well as a predecessor of the Company as currently named and constituted. The amount of the judgement including costs is $
Note 13: Inventory
Inventory
is stated at the lower of cost and net realizable value. During the year ended December 31, 2025, the Company reviewed the recoverability
of its inventory and, due to a lack of sales, recorded a write-down of $
In order to compensate executive officers, senior management, and directors, the Company has granted stock options as described below.
| ● | Effective July 1, 2022, the Company granted options as compensation to the newly filled position, VP Sales and to the VP Finance. and options respectively vested immediately and the remaining options vest over one year, with a term of years and exercisable at $ per share. In January 2024, the Board of Directors modified the exercise price of these options to $ per share, which was accounted for as a modification under ASC 718. |
| F-17 |
| ● | On
January 8, 2024, the Board of Directors granted fully vested stock options to the Company’s Chief Executive Officer,
with a contractual term of and an exercise price of $ per share, which represented | |
| ● | For
the period ended December 31, 2024, the Company recorded a stock option expense of $ | |
| ● | In connection with the repricing of certain stock options, the Company reassessed the fair value of the modified awards compared to the original awards. As a result of this reassessment, the Company recognized additional stock-based compensation expense of $ for the year ended December 31, 2024. | |
| No stock option compensation expense was recognized for the year ended December 31, 2025. | ||
| The Company estimates the fair value of stock options using the Black-Scholes model. For grants classified as ‘plain vanilla,’ the expected term was calculated using the SEC’s Simplified Method [(vesting term + contractual term)/2] due to insufficient historical exercise data. This approach aligns with SAB Topic 14.D.2 and reflects the Company’s significant changes to share option grant terms in recent years, which rendered historical exercise patterns inapplicable. |
Stock Options Outstanding (All amounts represent stock options) | ||||||||||||||||
| Number of Options Outstanding at | Options Granted | Options Vested | Options Expired | Options Outstanding at | ||||||||||||
| December 31, 2024 | During 2025 | During 2025 | During 2025 | December 31, 2025 | ||||||||||||
| The assumptions used in the Company’s Black-Scholes option pricing assumptions are as follows. The ranges presented reflect assumptions used for option grants and modifications during the applicable grant periods. |
| Stock Price | $ | -$ | ||
| Exercise Price | $ | -$ | ||
| Number of Options Outstanding | ||||
| Dividend Yield | % | |||
| Expected Volatility | - | % | ||
| Weighted Average Risk-Free Interest Rate | % | |||
| Term (in years) |
| F-18 |
Note 15: Income Taxes
The
Company recognizes deferred tax assets and liabilities using the asset and liability method. Deferred tax assets and liabilities are
recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will
not be realized. The Company’s deferred tax assets relate to net operating loss (“NOL”) carryforwards derived from
prior operating losses. A full valuation allowance has been applied to the Company’s deferred tax assets. The valuation
allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets
will be realized. At December 31, 2024, the Company reported federal NOL carryforwards of $
| Year ended December 31, 2025 | Year ended December 31, 2024 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Add back: | ||||||||
| Stock compensation | ||||||||
| Amortization of debt discount | ||||||||
| Estimated taxable loss | ( | ) | ( | ) | ||||
| Tax rate | % | % | ||||||
| Deferred tax asset arising from current-year loss | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset arising from current-year loss | $ | $ | ||||||
The reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2025 is as follows:
| Amount | Rate | |||||||
| Income tax benefit at the | $ | ( | ) | % | ||||
| Nontaxable or nondeductible items: stock-based compensation | ( | )% | ||||||
| Nontaxable or nondeductible items: amortization of debt discount | ( | )% | ||||||
| Change in valuation allowance | ( | )% | ||||||
| Income tax expense and effective tax rate | $ | % | ||||||
Federal, state and foreign income taxes paid, net of refunds received, were zero for the years ended December 31, 2025 and 2024. The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, prospectively for the year ended December 31, 2025. Adoption affected disclosures only and did not affect the Company’s financial position or results of operations.
Note 16: Mezzanine Equity
Effective June 29, 2022, the Company authorized a total of shares, consisting of shares of common stock (see Note 10) with a par value of $ per share and shares of preferred stock with a par value of $ per share.
On
May 23, 2023, the Company filed a Certificate of Designation, creating a new class of preferred stock—Series A Preferred Stock—and
designating shares as Series A. Each share of Series A Preferred Stock has a stated face value of $ and is convertible into
common stock of the Company at a conversion price of $
On
January 16, 2024, the Company received $
On May 9, 2025, the Company filed an Amended Certificate of Designation, increasing the authorized Series A Preferred Stock from shares to shares, with all other terms and rights of the Series A Preferred Stock remaining unchanged.
On June 17, 2025, the Company issued Series A Preferred Shares.
On
June 16, 2025, a holder of Series A Preferred Stock elected to convert Series A Preferred Shares into shares of common
stock at the conversion price of $
| F-19 |
On
July 3, 2025, a holder of Series A Preferred Stock elected to convert Series A Preferred Shares into shares of common
stock at the conversion price of $
On
August 28, 2025, a holder of Series A Preferred Stock elected to convert Series A Preferred Shares into shares of common
stock at the conversion price of $
On
September 3, 2025, a holder of Series A Preferred Stock elected to convert Series A Preferred Shares into shares of
common stock at the conversion price of $
On
September 4, 2025, a holder of Series A Preferred Stock elected to convert Series A Preferred Shares into shares of
common stock at the conversion price of $
On
August 14, 2025, the Company received $
The holder of Series A Preferred Stock has the following rights:
(a) 1.5% MONTHLY FIXED DIVIDEND ON RESTRICTED COMMON STOCK:
Each
share of Preferred Stock shall be entitled to a monthly fixed dividend of
The amount of the Monthly Dividend payable in shares of Restricted Common Stock shall be based on the volume-weighted average price (“VWAP”) of the Common Stock over the 30-day period ending on the last trading day of the month preceding the payment date. The number of shares of Restricted Common Stock to be issued in payment of the Monthly Dividend shall be determined by dividing the amount of the Monthly Dividend payable in shares of Restricted Common Stock by the VWAP; and
The Company may, in its sole discretion, elect to pay the Monthly Dividend in cash or in shares of Restricted Common Stock, subject to the provisions of this Agreement. If the Company elects to pay the Monthly Dividend in cash, it shall be paid on or before the fifteenth day of each calendar month, beginning with the month following the Closing Date. If the Company elects to pay the Monthly Dividend in shares of Restricted Common Stock, such shares shall be issued on or before the fifteenth day of each calendar month, beginning with the month following the Closing Date, subject to the limitations set forth herein.
(b) APPROVAL ON COMMON AND PREFERRED SHARE DILUTION:
Each share of Preferred Stock shall be entitled to approval rights on any future dilution of the Common Stock or Preferred Stock of the Company, subject to the terms and conditions set forth herein. In connection with any proposed issuance of Common Stock or Preferred Stock that would result in a dilution of the existing Common Stock or Preferred Stock of the Company, the Company shall provide written notice to the holders of Preferred Stock (the “Holders”) no less than ten (10) days prior to the proposed issuance, including the proposed terms of such issuance;
The Holders shall have the right to approve or reject the proposed issuance, such approval not to be unreasonably withheld and taking into consideration the financial situation of the Company at the time of the requested dilution. The Company shall not issue any Common Stock or Preferred Stock that would result in a dilution of the existing Common Stock or Preferred Stock of the Company without the approval of the Holders, except as provided herein. Nothing in this Section shall prohibit the Company from issuing any shares of common stock upon the exercise or conversion of currently outstanding securities;
| F-20 |
If the Holders approve the proposed issuance, the Company shall use its best efforts to issue and deliver the Common Stock or Preferred Stock within ten (10) business days of such approval. If the Holders reject the proposed issuance, the Company may not issue any Common Stock or Preferred Stock on the proposed terms, unless and until the proposed terms are revised to the satisfaction of the Holders. Any proposed issuance that is not approved by the Holders shall be deemed a breach of this Agreement; and
The approval rights set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the Holders.
(c) OPTION TO APPOINT DIRECTORS:
Each holder of Preferred Stock shall be entitled to the right to appoint up to three (3) directors to the Board of Directors of the Company. The right to appoint directors shall be subject to the terms and conditions set forth herein;
If a holder of Preferred Stock wishes to exercise their right to appoint directors, they shall provide written notice to the Company no less than thirty (30) days prior to the date of the Company’s annual meeting of stockholders. The notice shall identify the individuals proposed to be appointed as directors and shall include all information required to be disclosed under applicable law;
The Company shall use its best efforts to ensure that the individuals proposed to be appointed as directors are duly elected to the Board of Directors at the annual meeting of stockholders. If the Company fails to cause the individuals proposed to be appointed as directors to be duly elected, then the Company shall take such actions as may be necessary or appropriate to ensure that such individuals are appointed as directors; and
The right to appoint directors set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock.
(d) RIGHT TO AUTHORIZE A ROLLBACK OF COMMON SHARES
The holder(s) Preferred Stock shall have the right to authorize a rollback of common shares of the Company in accordance with the terms and conditions set forth herein. For the purposes of this section, a “rollback of common shares” shall mean a reverse stock split or any other transaction or series of transactions that reduces the number of outstanding common shares of the Company;
In the event that the holder(s) of Preferred Stock wish to authorize a rollback of common shares, they shall provide written notice to the Company of their intention to do so. Such notice shall identify the proposed terms of the rollback, including the ratio of common shares to be exchanged for each new share;
The Company shall use its best efforts to carry out the rollback in accordance with the terms set forth in the notice. If the Company is unable to carry out the rollback as proposed, it shall promptly notify the holder(s) of Preferred Stock and negotiate with them in good faith to reach an agreement on the terms of the rollback; and
The right to authorize a rollback of common shares set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock.
In
the event that the Company puts forth a proposal to effect a reverse stock split of the Company’s Common Stock, the holders of
the Preferred Stock shall have the right to vote
| F-21 |
(e) BUYBACK TRIGGER AND INVESTOR’S OPTION TO TAKE OWNERSHIP OF EQUITY
The Preferred Stock shall have a Buyback trigger based on the following conditions. The Preferred Stockholders have the right to do demand/receive cash if any of the following happen. To date, no such demands have been made:
1) RAKR is no longer SEC compliant;
2) RAKR is no longer publicly traded on an OTC exchange;
3) Any breach of the conditions (a-g);
4) On the 24-month anniversary of the subscription, or with an extension mutually agreed by RAKR and the holder(s) of Preferred Stock.
If any of the above triggers occur and RAKR fails to repurchase the Preferred Stock within 60 days of the occurrence of such trigger, the holder(s) of the Preferred Stock shall have the right to exercise an option to take ownership of the Ontario Rainmaker Worldwide Common Share equity owned by RAKR, subject to the following conditions:
i. The option to take ownership of the equity must be exercised within 60 days of the expiration of the repurchase period described above;
ii. The value of the equity to be transferred to the holder(s) of Preferred Stock shall be equal to the aggregate principal amount of the Preferred Stock outstanding at the time of exercise of the option; and
iii. The transfer of the equity shall be subject to any applicable laws and regulations, including without limitation any securities laws and regulations.
(f) RIGHT TO PURCHASE AND CONVERT TO COMMON STOCK
The
holder of the Preferred Stock shall have the right to purchase, when common stock becomes available for issuance, up to US$
The exercise of these rights are subject to the following terms and conditions:
i. Availability of Shares: The purchase of common stock by the holder of the Preferred Stock shall be contingent upon the Company making such shares available for issuance.
ii.
Purchase Notice: When common stock becomes available for issuance, the holder of the Preferred Stock shall provide a written notice to
the Company indicating their intent to exercise their right to purchase the common stock. The notice shall specify the desired number
of shares to be purchased, not exceeding the US$
iii.
Purchase Price: The purchase price per share shall be US$, reflecting a discount to market price of
iv. Payment Terms: The holder of the Preferred Stock shall remit the full payment for the purchased common stock within a specified timeframe determined by the Company.
v. Transfer of Shares: Upon receipt of the full payment, the Company shall transfer the purchased common stock to the holder of the Preferred Stock, and the stock certificates or electronic equivalents shall be issued accordingly.
vi. Limitations: The right to purchase common stock is subject to applicable laws, regulations, and the Company’s Articles of Incorporation and Bylaws.
(g) Voting Rights.
The
Series A Holder shall be entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted
to the stockholders and their approval shall be required to effect such action. In the event that the Company determines to put forth
a proposal to its stockholders to effect a reverse split of its outstanding Common Stock, the Series A holder shall have the right to
such number of votes as shall equal
| F-22 |
On
May 26, 2023, the Company received $
As
of December 31, 2024, the Company had shares of Series A Preferred Stock outstanding, recorded as mezzanine equity at face value
of $
On June 16, 2025, a holder of Series A Preferred Stock converted preferred shares into shares of common stock in accordance with the terms of the Series A designation. The conversion did not involve any cash consideration and was accounted for as a reclassification from mezzanine equity to permanent equity (additional paid-in capital). Following this transaction, Series A Preferred Shares remained outstanding.
On
June 17, 2025, the Company issued
Series A Preferred Shares in satisfaction of subscription proceeds previously received in 2024. The issuance reclassified $
On July 3, 2025, a holder of Series A Preferred Stock converted preferred shares into shares of common stock in accordance with the terms of the Series A designation. The conversion did not involve any cash consideration and was accounted for as a reclassification from mezzanine equity to permanent equity (additional paid-in capital). Following this transaction, Series A Preferred Shares remained outstanding.
On August 28, 2025, a holder of Series A Preferred Stock converted preferred shares into shares of common stock in accordance with the terms of the Series A designation. The conversion did not involve any cash consideration and was accounted for as a reclassification from mezzanine equity to permanent equity (additional paid-in capital). Following this transaction, Series A Preferred Shares remained outstanding.
On September 3, 2025, a holder of Series A Preferred Stock converted preferred shares into shares of common stock in accordance with the terms of the Series A designation. The conversion did not involve any cash consideration and was accounted for as a reclassification from mezzanine equity to permanent equity (additional paid-in capital). Following this transaction, Series A Preferred Shares remained outstanding.
On September 4, 2025, a holder of Series A Preferred Stock converted preferred shares into shares of common stock in accordance with the terms of the Series A designation. The conversion did not involve any cash consideration and was accounted for as a reclassification from mezzanine equity to permanent equity (additional paid-in capital). Following this transaction, Series A Preferred Shares remained outstanding.
As
of December 31, 2025, the Company had shares of Series A Preferred Stock outstanding, with an aggregate face value of $
Note 17: Segment Reporting
Adoption of ASU 2023-07
The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, for the fiscal year ended December 31, 2024. The update requires enhanced disclosures about significant segment expenses and the measures used by the Chief Operating Decision Maker (“CODM”) to evaluate performance and allocate resources.
| F-23 |
Single Reportable Segment
The Company specializes in the commercialization of water production, purification and wastewater treatment systems. During 2025, Michael O’Connor, the Company’s Chief Executive Officer, served as the Chief Operating Decision Maker (“CODM”). He reviewed the Company’s operating results to assess performance and determine how to allocate resources. The Company operates as a single reportable segment. Adoption of ASU 2023-07 did not change the segment structure.
The CODM reviews revenue, cost of goods sold, general and administrative expenses, interest expense, operating loss, and net loss on a consolidated basis as the primary measures of performance and resource allocation.
The following information represents the financial results reviewed by the CODM on a consolidated basis for the year ended December 31, 2025:
| Item | Amount | |||
| Revenue | $ | |||
| COGS | ||||
| General and Administrative expense | ||||
| Operating Loss | ( | ) | ||
| Other income, net of debt discount amortization | ||||
| Segment Net Loss | ( | ) | ||
| Segment Assets | ||||
| Interest expense (reviewed by CODM) | ||||
Segment assets represent total consolidated assets, which are reviewed by the CODM on a consolidated basis.
Geographic Information
For
the year ended December 31, 2025, equipment sales revenue of $
Major Customers
During
2025, one customer accounted for
Note 18: Restatement of Previously Issued Financial Statements
During 2025, management identified that interest accruing on the 2016 legal judgment described in Note 12 had been omitted from prior-period financial statements. Following a reassessment, the Company determined that the omitted interest should have been recognized in those periods. The omission understated the judgment-related contingent liability and accumulated deficit. As a result, the Company has restated its previously issued financial statements to reflect the correction of this error. The following tables present the impact of the restatement on the affected financial statements:
| F-24 |
RAINMAKER WORLDWIDE INC.
(FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.)
Balance Sheets
| December 31 | ||||||||||||
| 2024 | ||||||||||||
| As Previously Reported | Restatement Impacts | As Restated | ||||||||||
| Assets | ||||||||||||
| Current Assets | ||||||||||||
| Cash | $ | $ | ||||||||||
| Other receivables | ||||||||||||
| Total Current Assets | ||||||||||||
| Total Assets | $ | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||||||
| Current Liabilities | ||||||||||||
| Accounts payable | $ | $ | ||||||||||
| Related party payables | ||||||||||||
| Accrued liabilities | ||||||||||||
| Customer deposits | ||||||||||||
| Contingent liability | ||||||||||||
| Convertible notes payable, net of discount of $ and $ | ||||||||||||
| Convertible notes payable-related parties, net of discount of $ | ||||||||||||
| Notes payable - related parties | ||||||||||||
| Total Current Liabilities | ||||||||||||
| Long Term Payables | ||||||||||||
| Long term notes payable - related parties | ||||||||||||
| Total Long Term Payables | ||||||||||||
| Total Liabilities | $ | $ | $ | |||||||||
| Mezzanine Equity | ||||||||||||
| Preferred stock - $ par value; stated value $; authorized shares: Series A; outstanding at December 31, 2024 | $ | $ | ||||||||||
| Preferred Stock Payable | $ | $ | ||||||||||
| Total Mezzanine Equity | $ | $ | ||||||||||
| Stockholders’ Equity (Deficit) | ||||||||||||
| Common stock - $ par value; authorized shares; outstanding at December 31, 2024 | $ | $ | ||||||||||
| Additional paid-in capital | ||||||||||||
| Stock receivable | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive income | ||||||||||||
| Total Stockholders’ Equity (Deficit) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
Reconciliation of Accumulated Deficit Resulting from Restatement
| Accumulated Deficit | Amount | |||
| Previously reported at December 31, 2024 | $ | ( | ) | |
| Adjustment for accrued interest | $ | ( | ) | |
| As restated at December 31, 2024 | $ | ( | ) | |
The restatement had no impact on total assets, cash flows, or previously reported revenues.
| F-25 |
RAINMAKER WORLDWIDE INC.
(FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.)
Statements of Operations and Comprehensive Loss
| Year Ended December 31, | ||||||||||||
| 2024 | ||||||||||||
| As Previously Reported | Restatement Impacts | As Restated | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of Goods Sold | ||||||||||||
| Gross Margin | ||||||||||||
| Expenses | ||||||||||||
| General and administrative expense | ||||||||||||
| Total Expenses | ||||||||||||
| Loss from Operations | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||
| Income (loss) from write-off of prepaid expenses | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||
| Income (loss) from equity method investment | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Amortization of debt discount | ( | ) | ( | ) | ||||||||
| Initial derivative expense | ( | ) | ( | ) | ||||||||
| Change in derivative liabilities expense | ||||||||||||
| Impairment expense | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss per share: | ||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | ||||||
| Weighted average number of common shares outstanding: | ||||||||||||
| Basic and diluted | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-26 |
RAINMAKER WORLDWIDE INC. (FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.)
Statement of Stockholders’ Equity (deficit)
| Mezzanine Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional paid-in capital ($) | Stock Payable - Preferred | Shares | Amount ($) | Additional paid-in capital ($) | Stock Receivable | Deficit ($) | other comprehensive income ($) | Total | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 (As Previously Reported) | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||||||||||||||
| Settlement of derivative liability | - | |||||||||||||||||||||||||||||||||||||||||||
| Stock payable-Preferred | - | |||||||||||||||||||||||||||||||||||||||||||
| Receipt of funds owed | - | |||||||||||||||||||||||||||||||||||||||||||
| Net gain (loss) for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 (As Restated) | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||||||||||||||
| Settlement of derivative liability | - | |||||||||||||||||||||||||||||||||||||||||||
| Stock payable-Preferred | - | |||||||||||||||||||||||||||||||||||||||||||
| Receipt of funds owed | - | |||||||||||||||||||||||||||||||||||||||||||
| Net gain (loss) for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| F-27 |
RAINMAKER WORLDWIDE INC.
(FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.)
Consolidated Statements of Cash Flows
| Year Ended December 31, 2024 | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | As Previously Reported | Restatement Impacts | As Restated | |||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net income to net cash used for operating activities: | ||||||||||||
| Impairment expense | ||||||||||||
| Stock-based compensation | ||||||||||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ||||||||
| Initial derivative expense | ||||||||||||
| Discount amortization | ||||||||||||
| Income/loss from equity method investment | ||||||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||
| Prepaid expenses | ||||||||||||
| Accounts payable, related party payables and accrued liabilities | ||||||||||||
| Non-cash accrued interest on judgment (see Note 12) | ||||||||||||
| CASH USED FOR OPERATING ACTIVITIES | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Promissory note issuance - RP | ( | ) | ( | ) | ||||||||
| Cash paid from related party note issuance | ||||||||||||
| CASH USED FOR INVESTING ACTIVITIES | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Proceeds from preferred subscription | ||||||||||||
| Stock issued for cash (pmt received) | ||||||||||||
| Payments on debt | ( | ) | ( | ) | ||||||||
| CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ( | ) | ||||||||
| CASH AT BEGINNING OF YEAR | ||||||||||||
| CASH AT PERIOD END | $ | $ | $ | |||||||||
| NON-CASH TRANSACTIONS | ||||||||||||
| Conversion of AP to convertible notes payable | ||||||||||||
| Conversion of AP to LT notes payable-RP | ||||||||||||
| Debt swap with RWI | ||||||||||||
| Initial derivative discount | ||||||||||||
| Amendment to convertible note | ||||||||||||
| Settlement of derivative liability | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-28 |
Note 19: Subsequent Events
The Company evaluated subsequent events through the date these financial statements were issued.
Consulting Arrangements
Effective
January 1, 2026, the Company entered into a three-year consulting agreement with Sage Stone (Canada) Inc. providing for monthly fees
of $
Effective April 30, 2026, the Company mutually terminated its consulting agreements with Larchwood Management Partners Inc. and 2752128 Ontario Ltd. Accrued fees, expenses and other outstanding amounts remained payable, with interest accruing at 10% per annum on the balances specified in the termination agreements beginning May 1, 2026. No additional termination compensation was payable under either arrangement.
Effective
May 1, 2026, the Company entered into separate interim services agreements with Larchwood and 2752128 Ontario Ltd. at monthly fees of
$
The
interim agreement with 2752128 Ontario Ltd. remained effective through September 21, 2026 and was replaced by a new agreement effective
September 22, 2026. Under the new agreement, Kelly White provides finance, administration and financial-reporting services, including
coordination of the Company’s outstanding SEC reports, for $
Equity Incentive Plan and Options
On January 9, 2026, the Board adopted the 2026 Equity Incentive Plan, providing for equity awards covering up to 10% of the Company’s issued and outstanding common shares on a fully diluted basis, subject to adjustment under the Plan.
On
January 12, 2026, the Company granted non-qualified stock options at an exercise price of $
Preferred Stock and Dividends
On
January 12, 2026, the Company issued
Series A Preferred shares to MAS Capital Investments Inc. for consideration of $
On September 2, 2026, the Company issued restricted common shares in settlement of accrued Series A Preferred dividends through August 31, 2026.
Sphere 3D Settlement
On
January 13, 2026, the Company entered into a settlement agreement with Sphere 3D Corp. concerning the debt described in Note 5. The agreement
provides for a settlement payment of $
Conversion of Notes
On
January 26, 2026, the Company converted two notes with aggregate principal of $
Investment in RAKR México S.A. de C.V.
On
April 30, 2026, the Company paid $
Equipment on Customer Trial
In early 2026, the Company determined that equipment placed with a customer for trial had met the agreed performance criteria. The customer nevertheless declined to retain the equipment, and the Company retained the deposit. The equipment was collected on February 3, 2026 and sustained damage during return shipping. It was subsequently taken for assessment and remains in storage in Plano, Texas.
Changes in Directors and Officers
James Ross resigned as a director effective April 22, 2026.
On September 10, 2026, Michael A. Skinner and Ryan D. Moore were appointed directors, and Michael O’Connor resigned from all positions with the Company. Mr. Skinner was appointed President and Treasurer, and Mr. Moore was appointed Secretary.
On September 21, 2026, Kelly White was appointed a director and Treasurer and designated Principal Financial Officer and Principal Accounting Officer. Mr. Skinner continued as President and Principal Executive Officer.
RWI Arrangements
Effective
September 22, 2026, the Company entered into an interim strategic management services agreement with Rainmaker Worldwide Inc. (Ontario),
operating as Miranda Water Technologies (“RWI”). RWI provides strategic advisory, investor and government relations, marketing
and communications support principally through Michael A. Skinner, Ryan D. Moore and Catia Skinner. The aggregate fee is $
The agreement compensates services separate from Mr. Skinner’s and Mr. Moore’s director and officer duties and excludes dealings between the Company and RWI. RWI is a minority investee of the Company and is affiliated with certain current directors.
| F-29 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Rainmaker Worldwide Inc. | ||
| Date: November 5, 2026 | By: | /s/ Michael A. Skinner |
| Michael A. Skinner | ||
| President and Principal Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Michael A. Skinner | Director, President and Principal Executive Officer | November 5, 2026 | ||
| Michael A. Skinner | ||||
| /s/ Ryan D. Moore | Director and Secretary | November 5, 2026 | ||
| Ryan D. Moore | ||||
| /s/ Kelly White | Director, Treasurer, Principal Financial Officer and Principal Accounting Officer | November 5, 2026 | ||
| Kelly White |
| 19 |