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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): January 15, 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 mart 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.
Item
5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
(e)
Compensatory Arrangements of Certain Officers
On
January 9, 2026, the Board of Directors of Rainmaker Worldwide Inc. (the “Company”) adopted the Company’s 2026 Equity
Incentive Plan (the “Plan”). The Plan provides for the grant of stock options and other equity-based awards to officers,
senior executives, directors, and future officers, senior executives, and directors of the Company. The maximum number of shares authorized
for issuance under the Plan is equal to ten percent (10%) of the Company’s issued and outstanding common shares, calculated on
a fully diluted basis.
On
January 12, 2026, pursuant to the Plan, the Company granted non-qualified stock options (“NSOs”) to two entities affiliated
with an executive officer and a senior executive of the Company, and to a director of the Company, as follows:
| |
● |
Larchwood
Management Partners Inc., an entity affiliated with Michael O’Connor, the Company’s Chief Executive Officer
and Executive Chairman, was granted options to purchase 3,330,332 shares of common stock. |
| |
● |
2752128
Ontario Ltd., an entity affiliated with Kelly White, the Company’s Vice President, Finance, was granted options
to purchase 3,330,332 shares of common stock. |
| |
● |
James
Ross, a director of the Company, was granted options to purchase 1,924,192 shares of common stock. |
All
such options have an exercise price of $0.0209 per share, equal to the closing price of the Company’s common stock on the OTC Market
on the grant date. The options vest in equal monthly installments over a period of twenty-four (24) months, have a five-year term, and
may be exercised by cash payment or by net exercise. Upon termination of service for reasons other than cause, vested options generally
remain exercisable for a period of six (6) months following termination.
With
respect to the options granted to executive officers, the options provide for accelerated vesting upon a double-trigger change-in-control
event, consisting of a change of control of the Company followed by a qualifying termination of service. Any acceleration of vesting
in connection with a change of control for director awards is subject to the approval of the Company’s Board of Directors.
The
foregoing descriptions of the Plan and the option awards are summaries and are qualified in their entirety by reference to the Plan.
Item
9.01 — Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
2026 Equity Incentive Plan of Rainmaker Worldwide Inc., adopted effective January 9, 2026 |
| 104 |
|
Cover
Page Interactive Date File (embedded with the Inline XBRL document) |
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:
January 15, 2026 |
By: |
/s/
Michael O’Connor |
| |
Name: |
Michael
O’Connor |
| |
Title: |
President,
Chief Executive Officer and Interim Chief Financial Officer |
