Rainmaker Worldwide (NASDAQ: RAKR) plans $500K debt settlement deal

Rhea-AI Filing Summary

Rainmaker Worldwide Inc. entered into a Settlement Agreement and Mutual Release with Sphere 3D Corp. to resolve a debt obligation originally issued on October 1, 2020. As of December 25, 2025, the outstanding balance on this obligation was approximately $5.0 million, including principal and accrued but unpaid interest. Under the agreement, Rainmaker agreed to satisfy this obligation through a cash settlement payment of $500,000, payable on or before February 27, 2026, with potential increases if payment is not made by that date.

Interest on the original obligation stopped accruing as of December 25, 2025. If Rainmaker meets the settlement terms, all claims related to the obligation will be resolved and the company will receive a full release of claims from Sphere 3D, while providing a reciprocal release. This would represent a significant reduction relative to the prior outstanding debt balance, although the outcome depends on Rainmaker’s timely satisfaction of the settlement conditions.

Positive

• Large potential debt reduction: A roughly $5.0 million obligation can be settled for a $500,000 cash payment if terms are met, significantly lowering Rainmaker’s reported debt burden.
• Interest accrual halted: Interest on the original obligation ceased as of December 25, 2025, preventing further growth of this liability while the settlement is pending.

Negative

• Execution risk on payment deadline: The favorable settlement and full release of claims depend on Rainmaker making the $500,000 payment on or before February 27, 2026, with no assurance the conditions will be satisfied.
• Cash outflow requirement: The company must fund a $500,000 cash payment, which may pressure liquidity depending on its available resources and cash position (not detailed here).

Insights

Capital structure and credit analyst

Rainmaker negotiates a steep discount on a $5.0M debt, contingent on a $500K cash payment.

Rainmaker Worldwide Inc. agreed to settle a debt obligation with Sphere 3D Corp. that totaled approximately $5.0 million as of December 25, 2025. The company can extinguish this obligation through a $500,000 cash payment due on or before February 27, 2026, with the amount increasing if payment is delayed. Interest on the original debt stopped accruing as of December 25, 2025, which helps cap further growth of the liability.

If Rainmaker fulfills the settlement terms, all claims related to this debt will be released, and the company and Sphere 3D will provide reciprocal releases. This would effectively remove a sizable liability at a fraction of its stated balance, improving the balance sheet relative to the prior obligation level. The benefit depends on Rainmaker’s ability to make the settlement payment on time, as the agreement’s effect is expressly subject to satisfaction of the settlement conditions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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): January 14, 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 1.01 Entry into a Material Definitive Agreement

On January 13, 2026, Rainmaker Worldwide Inc. (the “Company”) entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Sphere 3D Corp. (the “Holder”).

The Settlement Agreement resolves all claims related to a debt obligation originally issued on October 1, 2020. As of December 25, 2025, the outstanding balance of the obligation totaled approximately $5.0 million, consisting of principal and accrued but unpaid interest. Pursuant to the Settlement Agreement, the Company agreed to satisfy the obligation through the payment of a cash settlement amount of $500,000, payable on or before February 27, 2026, subject to increases if payment is not made by such date. Interest on the original obligation ceased to accrue as of December 25, 2025.

If the Company satisfies the settlement payment terms, the settlement would resolve all claims related to such obligation and would represent a significant reduction relative to the aggregate outstanding balance of the original debt. The settlement remains subject to the Company’s timely satisfaction of the settlement conditions, and no assurance can be given that such conditions will be satisfied.

Upon the Company’s satisfaction of the settlement terms, the Holder will provide a full release of claims against the Company and its affiliates. The Company also provided a reciprocal release to the Holder upon execution of the Settlement Agreement. The Settlement Agreement contains customary representations, warranties, confidentiality provisions, and other standard terms.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Settlement Agreement and Mutual Release, dated January 13, 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 14, 2026	By:	/s/ Michael O’Connor
	Name:	Michael O’Connor
	Title:	President, Chief Executive Officer and Interim Chief Financial Officer

FAQ

What did Rainmaker Worldwide Inc. (RAKR) announce in this 8-K filing?

Rainmaker Worldwide Inc. disclosed that it entered into a Settlement Agreement and Mutual Release with Sphere 3D Corp. to resolve a prior debt obligation. The company can settle an obligation with an outstanding balance of approximately $5.0 million through a $500,000 cash payment, subject to meeting specified settlement conditions.

How much debt is Rainmaker Worldwide (RAKR) settling and for what amount?

As of December 25, 2025, the outstanding balance of the debt obligation was about $5.0 million, including principal and accrued interest. Under the settlement, Rainmaker agreed to pay $500,000 in cash on or before February 27, 2026, with potential increases if payment is not made by that date.

When is the settlement payment due under Rainmaker Worldwide’s agreement with Sphere 3D?

The $500,000 settlement payment is due on or before February 27, 2026. The amount is subject to increases if payment is not made by that date, as specified in the settlement terms.

What happens if Rainmaker Worldwide complies with the settlement terms?

If Rainmaker satisfies the settlement payment terms, the arrangement will resolve all claims related to the original obligation and will provide a full release of claims by Sphere 3D Corp. against the company and its affiliates. Rainmaker has also granted a reciprocal release to Sphere 3D.

Did interest on Rainmaker Worldwide’s original debt continue to accrue after the settlement date?

No. The agreement states that interest on the original obligation ceased accruing as of December 25, 2025, which limits further growth of the outstanding balance while the settlement is in effect.

Are there any conditions or risks associated with Rainmaker Worldwide’s debt settlement?

Yes. The settlement’s benefits, including the significant reduction of the approximately $5.0 million balance and the full release of claims, are subject to Rainmaker’s timely satisfaction of the settlement conditions. The filing notes that no assurance can be given that these conditions will be satisfied.