Rainmaker Worldwide Inc. filings document the regulatory record of a Nevada public company focused on water solutions and traded under RAKR. Recent 8-K reports cover material definitive agreements, convertible promissory notes, consulting arrangements, settlement agreements, unregistered securities issuances, and capital-structure changes involving common stock and Series A Preferred Stock.
The company's SEC disclosures also address governance and reporting matters, including equity-incentive plan terms, option grants, director departures, board composition, notifications related to delayed periodic reports, and evaluation of Exchange Act reporting status. Its formal filings describe financing instruments, exemptions from securities registration, and public-company reporting processes.
Rainmaker Worldwide Inc. (RAKR) discloses that director Michael A. Skinner, through wholly owned entities MAS Capital Inc. and Kawartha Entertainment Group Inc., beneficially owns 6,128,162 shares of common stock, representing 6.2% of the outstanding common stock, including shares issuable from Series A Preferred Stock that is immediately convertible.
The position consists of 1,496,895 currently outstanding common shares and 4,631,267 common shares issuable upon conversion of Series A Preferred Stock held by MAS Capital and Kawartha. On September 2, 2026, Rainmaker issued common shares to these entities in payment of accrued dividends on the preferred stock, and Kawartha also made recent open‑market purchases under a pre‑established 90‑day purchase instruction.
Rainmaker Worldwide Inc. (RAKR) reported that Viva Industries Inc. is a more-than-ten-percent owner, filing initial holdings on Form 3. Viva holds 7,815,979 shares of Common Stock directly and 45,538 shares of Series A Preferred Stock.
The Series A Preferred Stock has a stated value of $1.00 per share and is immediately convertible into Common Stock at a conversion price of $0.015 per share, for an underlying 3,035,867 Common shares, at the holder’s option and with no stated expiration date.
Rainmaker Worldwide Inc. (RAKR) reported the initial insider holdings of director Michael A. Skinner. He indirectly holds 377,404 shares of Common Stock and 35,469 shares of Series A Preferred Stock through MAS Capital Inc., and 1,119,491 shares of Common Stock and 34,000 shares of Series A Preferred Stock through Kawartha Entertainment Group Inc.
The Series A Preferred Stock held through both entities is convertible into Common Stock at a conversion price of $0.015 per share, representing 2,364,600 underlying Common shares for MAS Capital Inc. and 2,266,667 underlying Common shares for Kawartha Entertainment Group Inc. No buy or sell transactions are reported; this filing only discloses existing indirect beneficial ownership, and no Rule 10b5-1 trading plan is reported.
Rainmaker Worldwide Inc. (RAKR) reported the initial ownership of director and ten percent owner Ryan Dennis Moore. He indirectly holds Series A Preferred Stock convertible into 8,400,000 shares of Common Stock through 1001336241 Ontario Incorporated and an additional indirect position convertible into 1,517,933 shares of Common Stock through Viva Industries Inc., all at a conversion price of $0.015 per share and with no stated expiration. Moore also holds 418,703 Common shares directly, plus indirect Common share holdings of 1,326,124 via 1001336241 Ontario Incorporated and 3,907,990 via Viva Industries Inc.
Rainmaker Worldwide Inc. (RAKR) reported that on September 2, 2026, it issued 9,955,367 shares of restricted common stock to holders of its Series A Preferred Stock. This equity issuance was made in full satisfaction of all accrued and unpaid Monthly Dividends through August 31, 2026, rather than paying those dividends in cash.
The dividend obligation extinguished totaled US$225,020.59, and the company received no cash proceeds from the transaction. After this issuance, Rainmaker Worldwide Inc. had 95,004,273 shares of common stock issued and outstanding. The shares were issued as restricted securities in book-entry form under a Section 4(a)(2) exemption as a private, non-public offering to a limited number of eligible holders.
Rainmaker Worldwide Inc. reported that board member James Ross resigned from its Board of Directors for personal reasons, effective April 22, 2026. The company stated that his resignation did not result from any disagreement regarding operations, policies, or practices.
The company does not plan to appoint a replacement director, so the Board has been reduced from two directors to one. The 8-K was signed by Michael O’Connor, who serves as President, Chief Executive Officer and Interim Chief Financial Officer.
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.
Rainmaker Worldwide Inc. filed a Form 12b-25 notifying the SEC that it cannot file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 within the prescribed time without unreasonable effort and expense. The company attributes the delay to additional time needed to finalize year-end accounting records and complete internal and external review procedures and states it expects to file within the prescribed extension period.
Rainmaker Worldwide Inc. reported that on January 26, 2026 it issued 1,249,178 shares of common stock upon conversion of two outstanding convertible promissory notes. The notes had an aggregate principal of $36,000 plus $7,378 of accrued interest, for total converted indebtedness of $43,378, at a fixed conversion price of $0.034725 per share. After this issuance, the company has 85,048,906 common shares outstanding. The exchange relied on the Section 3(a)(9) exemption because the securities were exchanged with existing holders and no commission or other remuneration was paid.
Rainmaker Worldwide Inc. insider Kelly Michelle White, a 10% owner, reported a grant of stock options for 3,330,332 shares of common stock dated 01/12/2026. The options have an exercise price of $0.0209 per share and are exercisable from 01/12/2026 until 01/12/2031.
The filing notes that the options were granted under the Rainmaker Worldwide Inc. 2026 Equity Incentive Plan and will vest in equal monthly installments over 24 months from the grant date. The position is held indirectly, listed as "Owned through 2752128 ONTARIO LTD." The report states that it was filed late due to administrative oversight.