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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): September 10, 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.
Item
1.02 Termination of a Material Definitive Agreement.
Effective
September 10, 2026, Rainmaker Worldwide Inc. (the “Company”) and Larchwood Management Partners Inc. (“Larchwood”)
entered into a Termination of Interim CEO Services Agreement (the “Termination Agreement”) pursuant to which the parties
mutually terminated the Interim Chief Executive Officer Services Agreement made as of April 30, 2026 and effective May 1, 2026 (the “Interim
CEO Agreement”).
Pursuant
to the Interim CEO Agreement, Larchwood provided the services of Michael O’Connor as Interim Chief Executive Officer of the Company.
Mr. O’Connor, who was then the Company’s sole director and principal executive officer, is also the President of Larchwood.
The
Termination Agreement terminated the Interim CEO Agreement effective September 10, 2026. The parties waived any notice period that might
otherwise have applied to termination by Larchwood, and no further monthly service fees accrue under the Interim CEO Agreement after
the termination date.
Schedule
A to the Termination Agreement establishes final amounts accrued under the Interim CEO Agreement through September 10, 2026 consisting
of US$10,833.33 of service fees and C$139.41 of approved unreimbursed business expenses. The Termination Agreement provides that interest
will accrue at a rate of 10% per annum on the unpaid balance beginning September 11, 2026 and continuing until paid in full.
Upon
payment in full of the amount outstanding under Schedule A, the parties will provide a limited mutual release of claims for additional
compensation, fees and expenses arising solely under the Interim CEO Agreement through the termination date, subject to the surviving
obligations and other exceptions set forth in the Termination Agreement. The Termination Agreement does not provide for an early termination
penalty.
The
foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and 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.
Resignation
of Michael O’Connor
Effective
September 10, 2026, immediately following the effectiveness of the appointments of Ryan D. Moore and Michael A. Skinner to the Company’s
Board of Directors (the “Board”), Michael O’Connor resigned as a director of the Company, Chairman of the Board, Interim
Chief Executive Officer and principal executive officer of the Company.
In
his written resignation, Mr. O’Connor stated that health concerns prevented him from continuing to champion the objectives of the
Company on a day-to-day basis. Mr. O’Connor agreed to cooperate in the orderly transition of his responsibilities and the transfer
of Company records, property, credentials and other materials in his possession or control.
No
successor Chairman of the Board was appointed.
Appointment
of Ryan D. Moore and Michael A. Skinner as Directors
On
September 10, 2026, prior to Mr. O’Connor’s resignation, Mr. O’Connor, then serving as the Company’s sole director,
increased the authorized number of directors from one to three and appointed Ryan D. Moore and Michael A. Skinner to fill the resulting
vacancies. Their appointments became effective following the full execution and delivery of the Termination Agreement with Larchwood
and the delivery by each of Mr. Moore and Mr. Skinner of his written consent to serve as a director.
In
anticipation of the leadership transition, Mr. O’Connor consulted with the holders of the Company’s Series A Preferred Stock,
including Viva Industries Inc., MAS Capital Inc., Kawartha Entertainment Group Inc. and 1001336241 Ontario Inc., regarding potential
director candidates. Those holders participated in identifying and recommending candidates, and Mr. Moore and Mr. Skinner were recommended
through that process. The formal appointments of Mr. Moore and Mr. Skinner were made by Mr. O’Connor in his capacity as the Company’s
sole director.
Following
Mr. O’Connor’s resignation, the Board consists of Mr. Moore and Mr. Skinner, with one remaining vacancy.
As
of the date of this report, no Board committee assignments have been made for Mr. Moore or Mr. Skinner and no compensatory plan, contract
or arrangement has been entered into, and no equity or other award has been granted, to either Mr. Moore or Mr. Skinner in connection
with his appointment to the Board.
Appointment
of Officers
Following
Mr. O’Connor’s resignation, the Board appointed Michael A. Skinner as President and Treasurer of the Company and Ryan D.
Moore as Secretary of the Company, in each case effective September 10, 2026. The Board further designated the President to serve as
the Company’s principal executive officer.
Michael
A. Skinner, age 50, currently serves as President and Chief Executive Officer of Rainmaker Worldwide Inc., a Canadian corporation incorporated
under the laws of Ontario and operating as Miranda Water Technologies, and Miranda Çevre ve Su Arıtma Teknolojileri Enerji
ve Tabi Kaynaklar Mühendislik Müşavirlik İnşaat İmalat ve Ticaret Anonim Şirketi, a Turkish
corporation. The two companies operate under the Miranda Water Technologies brand (“Miranda”) and provide water treatment,
wastewater treatment and water-reuse technologies. Mr. Skinner has more than two decades of experience in water technology, innovation,
investment and business development.
During
the past five years, Mr. Skinner has held several executive, governance and investment-related positions. He served as Managing Partner
of Viva Industries Inc. from January 2023 to September 2024 and was appointed President and Chief Executive Officer of the companies
operating under the Miranda Water Technologies brand in January 2024. From 2016 to February 2023, he served as Chief Executive Officer
of the Innovation Cluster–Peterborough and the Kawarthas. From 2017 to September 2022, he served as Chair of Fleming College’s
Centre for Advancement of Water and Wastewater Technologies, a publicly funded Technology Access Centre focused on the applied research,
testing, validation and commercialization of water and wastewater technologies. From July 2021 to 2025, Mr. Skinner also served as a
member of the Investor Review Committee of the Southern Ontario Fund for Investment in Innovation, which provides financing to innovative
small and medium-sized businesses throughout Southern Ontario.
Mr.
Skinner’s experience includes strategic growth, investment review, operational management, applied research and development, and
the commercialization of innovative water and sustainable technologies.
As
of the date of this report, no material plan, contract, compensatory arrangement, grant or award has been entered into or made in connection
with Mr. Skinner’s appointment as President, Treasurer or principal executive officer. The Board may consider appropriate executive
compensation arrangements at a later date.
There
are no family relationships among Mr. Skinner, Mr. Moore and any director or executive officer of the Company.
Related-Person
Transactions
The
Company has an existing commercial relationship with the Miranda Water Technologies business and serves as the exclusive United States
distributor of Miranda products. The Company owns approximately 11.67% of the outstanding equity of Rainmaker Worldwide Inc., the Canadian
corporation incorporated under the laws of Ontario and operating as Miranda Water Technologies (“Miranda Canada”). Miranda
Canada has controlling majority of Miranda Çevre ve Su Arıtma Teknolojileri Enerji ve Tabi Kaynaklar Mühendislik Müşavirlik
İnşaat İmalat ve Ticaret Anonim Şirketi, the Turkish corporation.
Mr.
Skinner owns approximately 29.03% of Miranda Canada, directly and indirectly, and his spouse, Catia Skinner, owns approximately 10.26%
of Miranda Canada. Mr. Moore has an approximately 26.82% direct and indirect ownership interest in Miranda Canada. Mr. Skinner and Mr.
Moore are also the only directors and officers of Miranda Canada.
On
September 30, 2025, the Company purchased an Air-to-Water system and a reverse osmosis system from Miranda Canada for aggregate invoiced
consideration of US$126,410.64. As of September 10, 2026, approximately US$82,000 remained payable by the Company in respect of those
purchases.
By
virtue of their respective ownership interests in Miranda Canada and, in the case of Mr. Skinner and Mr. Moore, their management roles
with Miranda Canada, Mr. Skinner, Catia Skinner and Mr. Moore each have a direct or indirect material interest in the Company’s
transactions and commercial relationship with Miranda Canada.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Termination of Interim CEO Services Agreement, effective September 10, 2026, between Rainmaker Worldwide Inc. and Larchwood Management Partners Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within 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:
September 14, 2026 |
By: |
/s/
Michael A. Skinner |
| |
Name: |
Michael
A. Skinner |
| |
Title: |
President |
