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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 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.
Item
1.01 Entry into a Material Definitive Agreement.
Interim
Vice President, Finance & Administration Services Agreement
Effective
September 22, 2026, Rainmaker Worldwide Inc. (the “Company”) entered into an Interim Vice President, Finance & Administration
Services Agreement (the “VP Finance Agreement”) with 2752128 Ontario Ltd. (“2752128”), pursuant to which 2752128
will provide finance, accounting, financial reporting and corporate-administration services principally through Kelly White through December
31, 2026, unless earlier terminated or extended.
Ms.
White is a director and Treasurer of the Company and has been designated as the Company’s Principal Financial Officer and Principal
Accounting Officer. She is also President of 2752128. Ms. White’s corporate positions and SEC reporting designations are separate
from the services provided under the VP Finance Agreement, and compensation under the agreement is solely for her operational services
as Vice President, Finance & Administration.
The
Company will pay 2752128 US$2,500 per month, prorated for any partial calendar month, representing total base compensation of US$8,250
if the agreement remains in effect through December 31, 2026. Compensation accrues as services are performed and may be deferred if the
Company does not have sufficient available cash to make payment when earned.
The
VP Finance Agreement replaces the Company’s prior Interim Vice President, Finance Services Agreement effective May 1, 2026, which
remained in effect through September 21, 2026. Amounts properly earned or accrued under the prior agreement remain payable. Ms. White
disclosed her interest in the VP Finance Agreement and abstained from its approval by the Board. Michael A. Skinner and Ryan D. Moore,
as the disinterested directors, approved the agreement.
The
foregoing description is qualified in its entirety by reference to the VP Finance Agreement filed as Exhibit 10.1 to this Current Report
and incorporated herein by reference.
Interim
Strategic Management Services Agreement
Also
effective September 22, 2026, the Company entered into an Interim Strategic Management Services Agreement (the “Management Services
Agreement”) with Rainmaker Worldwide Inc., an Ontario corporation operating as Miranda Water Technologies (“Miranda”),
pursuant to which Miranda will provide strategic advisory and management support, capital-markets, stakeholder, government-relations,
marketing and public-company communications services principally through Michael A. Skinner, Ryan D. Moore and Catia Skinner through
December 31, 2026, unless earlier terminated or extended.
Mr.
Skinner is a director, President and Principal Executive Officer of the Company, and Mr. Moore is a director and Secretary. Messrs. Skinner
and Moore have management, directorship and financial interests in Miranda, and Catia Skinner has management and financial interests
in Miranda. The agreement excludes compensation for Mr. Skinner’s and Mr. Moore’s service as directors or officers of the
Company and excludes matters involving the commercial, financial or ownership relationship between the Company and Miranda, which remain
subject to separate Board oversight.
The
Company will pay Miranda an aggregate fee of US$1,500 per month for the combined services provided under the agreement, prorated for
any partial calendar month, representing total base compensation of US$4,950 if the agreement remains in effect through December 31,
2026. All compensation is payable solely to Miranda and does not create a direct payment obligation to any of the individual service
personnel.
Messrs.
Skinner and Moore disclosed their interests in the Management Services Agreement and abstained from its approval by the Board. Kelly
White, as the disinterested director, approved the agreement.
The
foregoing description is qualified in its entirety by reference to the Management Services Agreement filed as Exhibit 10.2 to this Current
Report 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.
To
the extent required by Item 5.02(e) of Form 8-K, the information set forth under Item 1.01 above is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1 — Interim Vice President, Finance & Administration Services Agreement, effective September 22, 2026, between Rainmaker Worldwide Inc. and 2752128 Ontario Ltd.
10.2 — Interim Strategic Management Services Agreement, effective September 22, 2026, between Rainmaker Worldwide Inc. and Rainmaker Worldwide Inc., an Ontario corporation operating as Miranda Water Technologies.
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 23, 2026 |
By: |
/s/
Michael Skinner |
| |
Name: |
Michael
Skinner |
| |
Title: |
President
and Director and Principal Executive Officer |
