Rainmaker Worldwide Inc. (RAKR) SEC Filings

Rainmaker Worldwide Inc. reported that on January 12, 2026 it issued 35,469 shares of its Series A Preferred Stock to MAS Capital Investments Inc. at $1.00 per share, for total consideration of $35,469. The deal combined $10,000 in new cash with $25,469 applied to convert and extinguish existing accounts payable owed to the investor, meaning no additional cash was paid beyond the $10,000 component.

The shares were issued as a private placement under a Section 4(a)(2) exemption, with the investor representing accredited status and an investment purpose. The Series A Preferred Shares are convertible into common stock under an existing Certificate of Designation, and immediately after this issuance the company had 241,007 Series A Preferred Shares outstanding. The investor is described as not being a related party of the company.

Rainmaker Worldwide Inc. reported that its board adopted a new 2026 Equity Incentive Plan, allowing stock options and other equity awards for current and future officers, senior executives, and directors. The plan authorizes awards covering up to ten percent of the company’s issued and outstanding common shares on a fully diluted basis.

Under this plan, Rainmaker granted non-qualified stock options to entities affiliated with its Chief Executive Officer and Vice President of Finance, and to a director. Larchwood Management Partners Inc. and 2752128 Ontario Ltd. each received options to purchase 3,330,332 common shares, and director James Ross received options for 1,924,192 shares. All options carry a $0.0209 exercise price, vest in equal monthly installments over 24 months, and have a five-year term with cash or net exercise. Executive officer options include double-trigger change-in-control vesting, while any change-in-control acceleration for director awards requires board approval.

Rainmaker Worldwide Inc. (RAKR) reported an insider ownership change on a Form 4. Reporting person Kelly Michelle White, identified as a 10% owner, reported a transaction in the company’s common stock dated January 14, 2026 with SEC transaction code G.

The filing shows 2,000,000 shares of common stock were transferred at a reported price of $0 per share. After this transaction, Kelly Michelle White is shown as beneficially owning 10,514,516 shares of Rainmaker Worldwide common stock in direct ownership. The Form 4 lists no derivative securities for this reporting person.

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.

An affiliate of RAKR has filed a notice of intent to sell common shares under Rule 144. The notice covers 837,997 common shares to be sold through RBC Direct Investing on the OTC market, with an aggregate market value of 18,268.00. The issuer has 83,779,728 shares of this class outstanding.

The seller acquired the shares on 01/02/2025 through a conversion of a promissory note from the issuer, relating to services rendered under a consulting agreement, with an acquisition amount shown as 837,799 shares and a payment date of 01/08/2024. By signing the notice, the seller represents that they are not aware of undisclosed material adverse information about the issuer’s current or prospective operations.

A shareholder of RAKR has filed a notice of proposed sale under Rule 144 for up to 837,997 common shares. The filing lists an aggregate market value of $19,504.00 for these shares and indicates an approximate sale date of 01/05/2026 through the OTC market using broker Wilson-Davis in Salt Lake City, Utah. The filing also notes that 83,799,728 common shares were outstanding at the time referenced, providing context for the size of the planned sale. The shares to be sold were acquired on 01/08/2024 via a note conversion from the issuer in exchange for services rendered, with a payment date of 01/04/2024.

Rainmaker Worldwide Inc. entered into three convertible promissory notes on December 31, 2025 with existing shareholders and affiliates, in principal amounts of $163,888.08, $137,301.99, and $63,000.00. These notes restructure outstanding trade accounts payable for past services into debt that bears 10% annual interest, matures in one year, and can be converted at the holders’ election into common stock at a fixed price of $0.027 per share, based on the 30‑day volume‑weighted average price with no discount or variable pricing. The notes were issued on a non‑cash basis and did not create equity at inception. On a change of control, holders may choose either stock conversion or cash repayment of principal and accrued interest. The company also amended existing consulting agreements with Larchwood Management Partners Inc. and 2752128 Ontario Ltd., and signed a new consulting agreement with Sage Stone (Canada) Inc., with no equity securities issued under these arrangements.

Rainmaker Worldwide Inc.'s CEO, director and 10% owner Michael John O'Connor reported selling 1,000,000 shares of common stock on 12/29/2025 at $0.03 per share. The sale was executed as a private transaction, and the disclosure states that no broker was involved.

Following this transaction, O'Connor beneficially owns 14,907,102 shares of Rainmaker Worldwide Inc. common stock in direct ownership. The filing notes his roles as CEO, director and 10% owner, highlighting that he remains a significant insider after the sale.

Rainmaker Worldwide Inc. announced that its common stock has been upgraded from the OTC Pink Limited tier to the OTCID (OTC Information Designation) tier operated by OTC Markets Group. Trading on the OTCID tier under the ticker symbol RAKR began on December 2, 2025.

The OTCID tier is reserved for issuers that meet higher disclosure standards, including current SEC reporting issuer status, timely filing of 10-Q, 10-K, and 8-K reports, more rigorous ongoing disclosure obligations, and additional review and verification by OTC Markets. Management believes that complying with these requirements may enhance the company’s credibility with investors and improve understanding of its financial results and operations.

Existing shareholders are not required to take any action as a result of this tier change.