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. CEO, director, and 10% owner Michael John O'Connor received a grant of stock options to acquire 3,330,332 shares of common stock at an exercise price of $0.0209 per share on January 12, 2026. These options are held indirectly, owned through Larchwood Management Partners Inc.
The options were granted under the Rainmaker Worldwide Inc. 2026 Equity Incentive Plan, vesting in equal monthly installments over twenty-four months from the grant date and carrying a five-year contractual term ending January 12, 2031. The reporting notes that this was filed late due to administrative oversight.
Rainmaker Worldwide Inc. director Ross James Samuel reported the conversion of convertible promissory notes into common stock held through an affiliated company. On January 26, 2026, Sage Stone (Canada) Inc., which he controls, received 1,249,178 shares of common stock at a conversion price of $0.0347 per share. The filing notes that these shares were issued upon converting outstanding principal and accrued interest under two identical convertible promissory notes, and that no cash consideration was paid for the shares.
Following the transaction, Sage Stone (Canada) Inc. indirectly holds 1,255,845 shares of Rainmaker common stock for the reporting person. The derivative table shows that the underlying convertible promissory notes were reduced to zero after the conversion. The report also states that Samuel, through Sage Stone (Canada) Inc., continues to hold a separate convertible promissory note dated December 31, 2025 that was not converted in this transaction.
Rainmaker Worldwide Inc. director Ross James Samuel reported receiving a stock option grant on 01/12/2026 under the company’s 2026 Equity Incentive Plan. The option covers 1,924,192 shares of common stock at an exercise price of $0.0209 per share and had 1,924,192 derivative securities beneficially owned directly after the transaction. The option vests in equal monthly installments over 24 months from the grant date and carries a contractual term of five years, expiring on 01/12/2031. The filing notes it was submitted late due to administrative oversight.
Rainmaker Worldwide Inc. director reports initial holdings. A Form 3 discloses that Ross James Samuel, a director of Rainmaker Worldwide Inc. (RAKR), beneficially owned 6,666 shares of common stock as of December 20, 2021, the date he became a director. He also held a stock option to buy 20,000 shares of common stock at an exercise price of $0.0347 per share, exercisable on December 20, 2021 and expiring on December 20, 2026. The filing notes that it is being submitted late to report these securities beneficially owned as of that date.
Rainmaker Worldwide Inc. CEO, director and 10% owner Michael John O'Connor reported a change in his holdings of common stock. On 01/12/2026, he made a transaction coded “G,” which the filing describes as a bona fide gift with no consideration, involving 4,300,000 shares of common stock at a reported price of $0 per share. Following this gift, he directly beneficially owned 10,607,102 shares of Rainmaker Worldwide common stock.
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.