[8-K] Rainmaker Worldwide Inc. Reports Material Event

Rhea-AI Filing Summary

Rainmaker Worldwide Inc. disclosed that it failed to file its Annual Report on Form 10‑K for the year ended December 31, 2025 within the extension period allowed after a prior Form 12b‑25 notice. Because of this delay, the company is currently not in compliance with its periodic reporting obligations under the Exchange Act.

The company is evaluating its financial reporting requirements and internal resources and cannot estimate when the 2025 Form 10‑K will be completed and filed. It also cautions that it may be unable to timely file future Quarterly Reports on Form 10‑Q and may not remain current as an Exchange Act reporting company. Management attributes the delays primarily to internal resource limitations and ongoing evaluation of financial reporting processes and intends to continue providing public disclosure through OTC Markets while working to address these issues.

Insights

Equity analyst – disclosure & reporting risk

Rainmaker Worldwide flags serious SEC reporting delays and compliance risk.

Rainmaker Worldwide Inc. confirms it missed the extended deadline for its 2025 Form 10‑K, leaving it out of compliance with Exchange Act periodic reporting rules. It also signals possible delays for upcoming Form 10‑Q filings, citing internal resource constraints and ongoing evaluation of its reporting processes.

Failure to stay current with Exchange Act reports can affect investor transparency and, over time, eligibility for certain trading venues or capital‑raising options. The company notes it is assessing the implications for its status as a reporting company and plans to continue disclosures via OTC Markets while it works to resolve the situation.

Investors following Rainmaker Worldwide will have to rely on OTC Markets disclosures until the company restores timely SEC reporting. The eventual filing of the delayed 2025 Form 10‑K and any clarification of its reporting status under the Exchange Act will be important milestones once released.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Terms

Notification of Late Filing, Form 12b-25, periodic reporting obligations, Emerging growth company, +1 more

5 terms

Notification of Late Filing regulatory

"previously filed a Notification of Late Filing on Form 12b-25"

Form 12b-25 regulatory

"previously filed a Notification of Late Filing on Form 12b-25"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

periodic reporting obligations regulatory

"not in compliance with its periodic reporting obligations under the Securities Exchange Act"

Regular legal requirements for publicly traded companies to provide scheduled updates on their finances, operations and material events to regulators and the public. Like a recurring progress report, these filings give investors predictable access to a company’s results and risks so they can judge performance, spot trends, and compare companies; missed or misleading reports can affect investor trust, share prices and may trigger regulatory penalties.

Emerging growth company regulatory

"Emerging growth company Item 8.01 – Other Events"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

OTC Markets financial

"intends to continue providing public disclosure through OTC Markets in accordance with applicable requirements"

Over-the-counter (OTC) markets are trading venues where buyers and sellers deal directly through dealers or electronic networks instead of on a formal exchange; think of a neighborhood flea market versus a supermarket. They matter to investors because OTC-listed stocks often represent smaller or international companies with fewer reporting requirements, which can mean lower liquidity, wider price swings and higher risk but sometimes earlier access to growth opportunities.

Understanding 8-K Material Events →

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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 16, 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 8.01 – Other Events

Rainmaker Worldwide Inc. (the “Company”) previously filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”).

The Company is providing this update to inform investors that it did not file the 2025 Form 10-K within the extension period prescribed under Rule 12b-25. As a result, the Company is not in compliance with its periodic reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company is evaluating its financial reporting requirements and available resources. At this time, the Company is unable to provide an estimated timeline for the completion and filing of the 2025 Form 10-K.

In addition, due to the circumstances described above, the Company may be unable to timely file its Quarterly Reports on Form 10-Q for subsequent periods. Accordingly, the Company expects that it may not remain current in its reporting obligations under the Exchange Act.

The Company is assessing the implications of these matters, including its status as a reporting company under the Exchange Act, and will provide updates as appropriate.

The Company remains committed to providing appropriate disclosures to investors as circumstances develop.

The Company’s inability to complete its required filings is primarily attributable to internal resource limitations and ongoing evaluation of financial reporting processes. The Company intends to continue providing public disclosure through OTC Markets in accordance with applicable requirements. The Company is actively working to address these matters.

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: April 16, 2026	By:	/s/ Michael O’Connor
	Name:	Michael O’Connor
	Title:	President, Chief Executive Officer and Interim Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB