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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 22, 2026
RAINMAKER
WORLDWIDE INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-56311 |
|
82-4346844 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 2510
East Sunset Road, Suite
5 #925 Las Vegas, Nevada |
|
89120 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (702) 608-1990
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
Rainmaker
Worldwide Inc. (the “Company”) is filing this Current Report on Form 8-K to report certain contractual, management and compensatory
matters that occurred between April 22, 2026 and May 1, 2026 and that were not previously reported on Form 8-K, and to supplement the
Company’s previously reported disclosure concerning the resignation of James Ross from the Company’s Board of Directors effective
April 22, 2026. The effective dates set forth below reflect the dates on which the respective events occurred.
Item
1.02 Termination of a Material Definitive Agreement.
Effective
April 30, 2026, the Company and Larchwood Management Partners Inc. (“Larchwood”) entered into a Mutual Termination Agreement
pursuant to which the parties mutually terminated, effective at 11:59 p.m. on April 30, 2026, the consulting agreement dated July 3,
2017, as amended from time to time, pursuant to which Larchwood had provided executive and management services to the Company.
Also
effective April 30, 2026, the Company and 2752128 Ontario Ltd. (“2752128”) entered into a Mutual Termination Agreement pursuant
to which the parties mutually terminated, effective at 11:59 p.m. on April 30, 2026, the consulting agreement dated March 1, 2020, as
amended from time to time, pursuant to which 2752128 had provided finance, accounting, financial reporting and corporate administration
services to the Company.
The
terminations were undertaken as part of a restructuring of the Company’s management arrangements and associated costs and were
not intended to constitute a cessation, abandonment or winding down of the Company’s existing business.
Under
each Mutual Termination Agreement, amounts properly earned, accrued or otherwise payable through April 30, 2026 remain obligations of
the Company. Schedule A to the Larchwood Mutual Termination Agreement identifies aggregate Company obligations of C$26,181.93 and US$248,921.61
as of April 30, 2026. Schedule A to the 2752128 Mutual Termination Agreement identifies aggregate Company obligations of C$7,033.18 and
US$259,905.92 as of April 30, 2026. The amounts reflected in the schedules include, as applicable, unpaid consulting fees, reimbursable
expenses, outstanding convertible promissory notes and accrued interest.
Each
Mutual Termination Agreement provides that interest will accrue at a rate of 10% per annum commencing May 1, 2026 on the total unpaid
balance set forth in the applicable Schedule A until paid in full. Except as expressly provided in the applicable Mutual Termination
Agreement, the agreements do not release or waive rights, claims or obligations arising under the terminated agreements prior to or as
of April 30, 2026.
The
foregoing descriptions of the Mutual Termination Agreements do not purport to be complete and are qualified in their entirety by reference
to the full text of the respective agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Previously
Reported Resignation of James Ross; Stock Option Treatment
As
previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24,
2026, James Ross resigned from the Company’s Board of Directors (the “Board”), effective April 22, 2026. Mr. Ross confirmed
that his resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices. The Board accepted Mr. Ross’s resignation and determined that the resulting vacancy would remain unfilled
at that time.
In
connection with the termination of Mr. Ross’s Board service, all unvested portions of the non-qualified stock option granted to
Mr. Ross on January 12, 2026 to purchase 1,924,192 shares of the Company’s common stock at an exercise price of $0.0209 per share
were automatically forfeited pursuant to the terms of his Stock Option Grant Agreement. Mr. Ross also voluntarily and irrevocably surrendered,
without payment, replacement award or other consideration, all vested and outstanding portions of the option and waived the six-month
post-termination exercise period otherwise applicable to such vested options.
Management
Restructuring and Interim Arrangements
Effective
May 1, 2026, the Company entered into a new Interim Chief Executive Officer Services Agreement with Larchwood pursuant to which Larchwood
agreed to provide the services of Michael O’Connor as Interim Chief Executive Officer. In approving the interim arrangement, the
Board also confirmed that Mr. O’Connor would continue to serve as Interim Chief Financial Officer. Mr. O’Connor continued
to perform the functions of the Company’s principal executive officer and principal financial officer.
The
Interim Chief Executive Officer Services Agreement provides for compensation of US$2,500 per month and reimbursement of reasonable and
necessary business expenses. The agreement continues until a permanent replacement is appointed by the Board unless earlier terminated
in accordance with its terms. The Company may terminate the agreement at any time upon written notice authorized by the Board, and Larchwood
may terminate the agreement upon ten days’ written notice.
Also
effective May 1, 2026, the Company entered into a new Interim Vice President, Finance Services Agreement with 2752128 pursuant to which
2752128 agreed to provide the services of Kelly White as Interim Vice President, Finance. The Board appointed Ms. White Interim Vice
President, Finance, with responsibility for the Company’s books and records, financial administration, cash management, accounting
and financial reporting, coordination with auditors and professional advisers, SEC reporting support, transfer-agent and capitalization
matters, and transition to successor finance personnel. Ms. White serves as President of 2752128.
The
Interim Vice President, Finance Services Agreement provides for compensation of US$1,000 per month and reimbursement of reasonable and
necessary business expenses. The agreement continues until a replacement is appointed unless earlier terminated in accordance with its
terms. The Company may terminate the agreement at any time upon written notice authorized by the Board, and 2752128 may terminate the
agreement upon ten days’ written notice.
The
foregoing descriptions of the Interim Chief Executive Officer Services Agreement and Interim VP Finance Services Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text of the respective agreements, copies of which are filed
as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Forfeiture
and Surrender of Stock Options
In
addition to the treatment of Mr. Ross’s option described above, effective April 30, 2026, the unvested portions of the non-qualified
stock options granted on January 12, 2026 to each of Larchwood and 2752128 were automatically forfeited following the termination of
the services to which the respective awards related.
Larchwood
had been granted an option to purchase 3,330,332 shares of common stock at an exercise price of $0.0209 per share, and 2752128 had been
granted an option to purchase 3,330,332 shares of common stock at an exercise price of $0.0209 per share. Each option holder voluntarily
and irrevocably surrendered, without payment, replacement award or other consideration, all vested and outstanding portions of its option
and waived the otherwise applicable six-month post-termination exercise period.
The
foregoing actions relate solely to the identified option awards. The Company’s 2026 Equity Incentive Plan remains in effect, and
the shares underlying the forfeited and surrendered options returned to the shares available under the Plan in accordance with its terms.
Copies
of the Acknowledgments of Forfeiture and Voluntary Surrender of Stock Option relating to Mr. Ross, Larchwood and 2752128 are filed as
Exhibits 10.5, 10.6 and 10.7, respectively, to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Mutual Termination Agreement, dated April 30, 2026, between Rainmaker Worldwide Inc. and Larchwood Management Partners Inc. |
| 10.2 |
|
Mutual Termination Agreement, dated April 30, 2026, between Rainmaker Worldwide Inc. and 2752128 Ontario Ltd. |
| 10.3 |
|
Interim Chief Executive Officer Services Agreement, dated April 30, 2026 and effective May 1, 2026, between Rainmaker Worldwide Inc. and Larchwood Management Partners Inc.* |
| 10.4 |
|
Interim Vice President, Finance Services Agreement, dated April 30, 2026 and effective May 1, 2026, between Rainmaker Worldwide Inc. and 2752128 Ontario Ltd.* |
| 10.5 |
|
Acknowledgment of Forfeiture and Voluntary Surrender of Stock Option between Rainmaker Worldwide Inc. and James Ross, effective April 22, 2026. |
| 10.6 |
|
Acknowledgment of Forfeiture and Voluntary Surrender of Stock Option between Rainmaker Worldwide Inc. and Larchwood Management Partners Inc., effective April 30, 2026. |
| 10.7 |
|
Acknowledgment of Forfeiture and Voluntary Surrender of Stock Option between Rainmaker Worldwide Inc. and 2752128 Ontario Ltd., effective April 30, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Schedule A – Administrative Information has been omitted pursuant to Items 601(a)(5) and 601(a)(6) of Regulation S-K because it
contains non-material administrative and personally identifiable information.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
RAINMAKER
WORLDWIDE INC. |
| |
|
| Dated:
September 14, 2026 |
By: |
/s/
Michael A. Skinner |
| |
Name: |
Michael
A. Skinner |
| |
Title: |
President |
