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.
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.
Rainmaker Worldwide Inc. reported a small revenue base and continuing losses while relying on balance‑sheet restructurings. For the quarter ended September 30, 2025, revenue was $34,250 with gross margin of $8,669. Operating loss was $81,820 and net loss was $277,151; for nine months, net loss was $929,521.
Liquidity is very tight: cash was $12 with current liabilities of $13,076,093 and an accumulated deficit of $77,907,616. The company disclosed “substantial doubt” about its ability to continue as a going concern and plans to seek additional financing. A contingent liability tied to a prior judgment stood at $6,446,182, accruing interest at 5%.
Capital structure shifted materially through conversions and stock compensation. Common shares outstanding were 83,799,728 as of October 29, 2025, up from 19,987,241 at year‑end 2024, and 205,538 Series A preferred were outstanding. A 1‑for‑25 reverse stock split became effective September 26, 2024. The company’s senior secured convertible note had principal of $4,586,001 with accrued interest of $325,418 and a maturity extended to January 14, 2026. Customer deposits were $179,505 and inventory $102,131 at quarter‑end.
Kelly Michelle White, a director of Rainmaker Worldwide Inc. (RAKR), reported a sale of 2,000,000 shares of common stock on 10/06/2025. The transaction is coded G and lists a price of $0 in the filing. After the reported transaction the reporting person beneficially owned 12,514,440 shares. The form notes the transfer agent recorded an effective date of 10/06/2025 and the reporting person was notified on 10/10/2025. The filing is a Section 16 Form 4 showing a change in ownership by an insider; no derivatives or additional transactions are reported.
Rainmaker Worldwide (RAKR) director Kelly Michelle White reported a sale of 300,000 shares of common stock on 09/25/2025 at $0.0569 per share, reducing her beneficial ownership to 14,365,694 shares. The Form 4 was signed on 09/26/2025 and filed as an individual filing.