Rainmaker Worldwide Inc 8-K, filed Sep 14, 2026
Rainmaker Worldwide Inc. (RAKR)
About this 8-K
Rainmaker Worldwide Inc filed this 8-K on September 14, 2026, reporting on events of April 22, 2026.
Items reported
- Item 1.02: Ended a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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EXPLANATORY NOTE
Rainmaker Worldwide Inc. (the “Company”) is filing this Current Report on Form 8-K to report certain contractual, management and compensatory matters that occurred between April 22, 2026 and May 1, 2026 and that were not previously reported on Form 8-K, and to supplement the Company’s previously reported disclosure concerning the resignation of James Ross from the Company’s Board of Directors effective April 22, 2026. The effective dates set forth below reflect the dates on which the respective events occurred.
Item 1.02 Termination of a Material Definitive Agreement.
Effective April 30, 2026, the Company and Larchwood Management Partners Inc. (“Larchwood”) entered into a Mutual Termination Agreement pursuant to which the parties mutually terminated, effective at 11:59 p.m. on April 30, 2026, the consulting agreement dated July 3, 2017, as amended from time to time, pursuant to which Larchwood had provided executive and management services to the Company.
Also effective April 30, 2026, the Company and 2752128 Ontario Ltd. (“2752128”) entered into a Mutual Termination Agreement pursuant to which the parties mutually terminated, effective at 11:59 p.m. on April 30, 2026, the consulting agreement dated March 1, 2020, as amended from time to time, pursuant to which 2752128 had provided finance, accounting, financial reporting and corporate administration services to the Company.
The terminations were undertaken as part of a restructuring of the Company’s management arrangements and associated costs and were not intended to constitute a cessation, abandonment or winding down of the Company’s existing business.
Under each Mutual Termination Agreement, amounts properly earned, accrued or otherwise payable through April 30, 2026 remain obligations of the Company. Schedule A to the Larchwood Mutual Termination Agreement identifies aggregate Company obligations of C$26,181.93 and US$248,921.61 as of April 30, 2026. Schedule A to the 2752128 Mutual Termination Agreement identifies aggregate Company obligations of C$7,033.18 and US$259,905.92 as of April 30, 2026. The amounts reflected in the schedules include, as applicable, unpaid consulting fees, reimbursable expenses, outstanding convertible promissory notes and accrued interest.
Each Mutual Termination Agreement provides that interest will accrue at a rate of 10% per annum commencing May 1, 2026 on the total unpaid balance set forth in the applicable Schedule A until paid in full. Except as expressly provided in the applicable Mutual Termination Agreement, the agreements do not release or waive rights, claims or obligations arising under the terminated agreements prior to or as of April 30, 2026.
The foregoing descriptions of the Mutual Termination Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the respective agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are 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.
Previously Reported Resignation of James Ross; Stock Option Treatment
As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2026, James Ross resigned from the Company’s Board of Directors (the “Board”), effective April 22, 2026. Mr. Ross confirmed that his resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board accepted Mr. Ross’s resignation and determined that the resulting vacancy would remain unfilled at that time.
In connection with the termination of Mr. Ross’s Board service, all unvested portions of the non-qualified stock option granted to Mr. Ross on January 12, 2026 to purchase 1,924,192 shares of the Company’s common stock at an exercise price of $0.0209 per share were automatically forfeited pursuant to the terms of his Stock Option Grant Agreement. Mr. Ross also voluntarily and irrevocably surrendered, without payment, replacement award or other consideration, all vested and outstanding portions of the option and waived the six-month post-termination exercise period otherwise applicable to such vested options.
Management Restructuring and Interim Arrangements
Effective May 1, 2026, the Company entered into a new Interim Chief Executive Officer Services Agreement with Larchwood pursuant to which Larchwood agreed to provide the services of Michael O’Connor as Interim Chief Executive Officer. In approving the interim arrangement, the Board also confirmed that Mr. O’Connor would continue to serve as Interim Chief Financial Officer. Mr. O’Connor continued to perform the functions of the Company’s principal executive officer and principal financial officer.
The Interim Chief Executive Officer Services Agreement provides for compensation of US$2,500 per month and reimbursement of reasonable and necessary business expenses. The agreement continues until a permanent replacement is appointed by the Board unless earlier terminated in accordance with its terms. The Company may terminate the agreement at any time upon written notice authorized by the Board, and Larchwood may terminate the agreement upon ten days’ written notice.
Also effective May 1, 2026, the Company entered into a new Interim Vice President, Finance Services Agreement with 2752128 pursuant to which 2752128 agreed to provide the services of Kelly White as Interim Vice President, Finance. The Board appointed Ms. White Interim Vice President, Finance, with responsibility for the Company’s books and records, financial administration, cash management, accounting and financial reporting, coordination with auditors and professional advisers, SEC reporting support, transfer-agent and capitalization matters, and transition to successor finance personnel. Ms. White serves as President of 2752128.
The Interim Vice President, Finance Services Agreement provides for compensation of US$1,000 per month and reimbursement of reasonable and necessary business expenses. The agreement continues until a replacement is appointed unless earlier terminated in accordance with its terms. The Company may terminate the agreement at any time upon written notice authorized by the Board, and 2752128 may terminate the agreement upon ten days’ written notice.
The foregoing descriptions of the Interim Chief Executive Officer Services Agreement and Interim VP Finance Services Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the respective agreements, copies of which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Forfeiture and Surrender of Stock Options
In addition to the treatment of Mr. Ross’s option described above, effective April 30, 2026, the unvested portions of the non-qualified stock options granted on January 12, 2026 to each of Larchwood and 2752128 were automatically forfeited following the termination of the services to which the respective awards related.
Larchwood had been granted an option to purchase 3,330,332 shares of common stock at an exercise price of $0.0209 per share, and 2752128 had been granted an option to purchase 3,330,332 shares of common stock at an exercise price of $0.0209 per share. Each option holder voluntarily and irrevocably surrendered, without payment, replacement award or other consideration, all vested and outstanding portions of its option and waived the otherwise applicable six-month post-termination exercise period.
The foregoing actions relate solely to the identified option awards. The Company’s 2026 Equity Incentive Plan remains in effect, and the shares underlying the forfeited and surrendered options returned to the shares available under the Plan in accordance with its terms.
Copies of the Acknowledgments of Forfeiture and Voluntary Surrender of Stock Option relating to Mr. Ross, Larchwood and 2752128 are filed as Exhibits 10.5, 10.6 and 10.7, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* Schedule A – Administrative Information has been omitted pursuant to Items 601(a)(5) and 601(a)(6) of Regulation S-K because it contains non-material administrative and personally identifiable information.
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 14, 2026 | By: | /s/ Michael A. Skinner |
| Name: | Michael A. Skinner | |
| Title: | President | |
Exhibit 10.1
MUTUAL TERMINATION AGREEMENT
This Mutual Termination Agreement (the “Termination Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and LARCHWOOD MANAGEMENT PARTNERS INC. (the “Executive”).
RECITALS
WHEREAS, the Company and the Executive are parties to a Consulting Agreement dated July 3, 2017, as amended, supplemented or otherwise modified from time to time (the “Existing Agreement”);
WHEREAS, pursuant to the Existing Agreement, the Executive has assumed the Chief Executive Office role and provided management and related services to the Company;
WHEREAS, the Company is restructuring its management arrangements and associated costs;
WHEREAS, the parties have agreed that the Existing Agreement will terminate effective April 30, 2026;
WHEREAS, notwithstanding termination of the Existing Agreement, the Company intends to continue its existing business and the parties may enter into a separate interim services agreement effective May 1, 2026; WHEREAS, the parties wish to document the termination of the Existing Agreement while preserving all rights, obligations and amounts that have accrued through the termination date and all provisions that expressly survive termination;
NOW, THEREFORE, the parties agree as follows:
1. Termination of Existing Agreement
The parties mutually agree that the Existing Agreement shall terminate effective at 11:59 p.m. on April 30, 2026 (the “Termination Date”). Except as expressly provided in this Termination Agreement, neither party shall have any obligation to perform services or other future obligations under the Existing Agreement following the Termination Date.
2. Accrued Compensation and Other Amounts
Termination of the Existing Agreement shall not affect the Executive’s right to receive any compensation, fees, reimbursements, expenses paid or advanced personally by the Executive on behalf of the Company, or other amounts properly earned, accrued or payable under the Existing Agreement through the Termination Date, as set forth in Schedule A. For greater certainty, reimbursable expenses incurred or paid by the Executive on or before April 30, 2026 shall remain obligations of the Company whether the related receipt, expense report or other supporting documentation is submitted before or after the Termination Date, provided such expenses were properly incurred on behalf of the Company.
All unpaid amounts identified in Schedule A, including accrued compensation and reimbursable expenses, shall remain obligations of the Company following the Termination Date.
Nothing in this Termination Agreement shall constitute a waiver, compromise, settlement or forgiveness of any amount properly owing to the Executive as of the Termination Date unless expressly identified in writing and agreed by the parties.
3. Interest and Other Payment Rights
Interest shall accrue at the rate of 10% per annum commencing May 1, 2026 on the total unpaid balance set forth in Schedule A, including unpaid compensation, fees, reimbursable expenses and other amounts owing as of the Termination Date, until such amounts are paid in full.
Nothing in this Termination Agreement shall accelerate, extinguish or otherwise modify such payment rights unless expressly stated herein.
4. Surviving Provisions
Any provisions of the Existing Agreement that by their terms expressly survive termination, or that by their nature are intended to survive termination, shall remain in effect in accordance with their terms.
Without limiting the foregoing, surviving provisions may include, as applicable:
a) confidentiality obligations;
b) intellectual property rights and obligations;
c) indemnification rights;
d) record-retention and return-of-property obligations;
e) payment obligations relating to amounts accrued prior to termination;
f) interest or late-payment provisions applicable to unpaid accrued amounts;
g) dispute-resolution provisions; and
h) governing-law provisions.
5. No General Release
Except as expressly stated in this Termination Agreement, neither party releases, waives or discharges the other party from rights, claims or obligations arising under the Existing Agreement prior to or as of the Termination Date.
Any release or settlement of specific accrued rights or obligations must be separately identified and agreed to in writing.
6. Separate Interim Engagement
The parties acknowledge that they may enter into a separate Interim Chief Executive Officer Services Agreement effective May 1, 2026.
Any such interim agreement shall constitute a new and independent engagement.
The interim agreement shall not:
a) renew or extend the Existing Agreement;
b) revive obligations terminated pursuant to this Termination Agreement;
c) constitute payment or satisfaction of amounts owing under the Existing Agreement;
d) constitute a waiver or release of accrued rights under the Existing Agreement; or
e) alter the characterization of services performed, compensation earned or expenses incurred or advanced under the Existing Agreement prior to the Termination Date.
7. No Cessation of Company’s Business
The parties acknowledge that termination of the Existing Agreement reflects a restructuring of the Company’s management arrangements and is not intended to constitute or evidence a cessation, abandonment or winding down of the Company’s existing business.
Following the Termination Date, the Company intends to continue its business and affairs under such interim or successor management arrangements as may be approved by its Board of Directors.
8. Company Property and Records
The Executive shall continue to preserve and protect Company books, records, property and confidential information in accordance with the Existing Agreement and applicable law.
To the extent the Executive continues providing services under a separate interim agreement, Company records and property reasonably necessary to perform those services may remain accessible to the Executive during the interim engagement.
9. Indemnification
Termination of the Existing Agreement shall not impair any indemnification rights relating to acts or services performed by the Executive prior to or during the term of the Existing Agreement to the extent such rights arise under:
a) the Existing Agreement;
b) the Company’s Articles of Incorporation or Bylaws; and
c) applicable law.
10. No Admission
This Termination Agreement reflects a mutually agreed restructuring of the parties’ contractual relationship and shall not constitute an admission by either party of breach, liability or wrongdoing.
11. Authority
Each party represents that the person executing this Termination Agreement on its behalf has authority to enter into this Termination Agreement.
12. Entire Agreement Regarding Termination
This Termination Agreement constitutes the entire agreement between the parties concerning termination of the Existing Agreement. Except as expressly modified by this Termination Agreement, provisions of the Existing Agreement that survive termination remain unaffected.
13. Governing Law
This Termination Agreement shall be governed by the laws of the State of Nevada unless otherwise agreed in writing by the parties.
14. Counterparts and Electronic Signatures
This Termination Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of April 30, 2026.
RAINMAKER WORLDWIDE INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: Sole Director
Date: April 30, 2026
LARCHWOOD MANAGEMENT PARTNERS INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: President
Date: April 30, 2026
SCHEDULE A
Accrued Compensation and Other Amounts
Compensation, fees, reimbursements, expenses paid or advanced personally by the Executive on behalf of the Company, or other amounts properly earned, accrued or payable under the Existing Agreement through the Termination Date as follows:
| Amount** | ||||||||||
| Due To | Description | CAD | USD | |||||||
| Larchwood Management Partners Inc. | Unpaid Consulting Services | $ | 85,500.00 | |||||||
| Larchwood Management Partners Inc. | Unpaid expenses | $ | 23,362.22 | |||||||
| Larchwood Management Partners Inc. | Convertible Promissory Note | $ | 137,301.99 | |||||||
| Larchwood Management Partners Inc. | Convertible Promissory Note Accrued Interest | $ | 4,514.04 | |||||||
| Michael O’Connor | Unpaid expenses | $ | 2,819.71 | $ | 21,605.58 | |||||
| Total | $ | 26,181.93 | $ | 248,921.61 | ||||||
**per Section 3, interest shall accrue at the rate of 10% per annum commencing May 1, 2026 on the total unpaid balance set forth in this Schedule until such amounts are paid in full.
Exhibit 10.2
MUTUAL TERMINATION AGREEMENT
This Mutual Termination Agreement (the “Termination Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and 2752128 ONTARIO LTD. (the “VP Finance”).
RECITALS
WHEREAS, the Company and the VP Finance are parties to a Consulting Agreement dated March 1, 2020, as amended, supplemented or otherwise modified from time to time (the “Existing Agreement”);
WHEREAS, pursuant to the Existing Agreement, the VP Finance has provided finance, accounting, financial reporting, corporate administration and related services to the Company;
WHEREAS, the Company is restructuring its management arrangements and associated costs;
WHEREAS, the parties have agreed that the Existing Agreement will terminate effective April 30, 2026;
WHEREAS, the Company continues to require finance, accounting, financial reporting and corporate-administration services following termination of the Existing Agreement and the parties may enter into a separate interim services agreement effective May 1, 2026; WHEREAS, the parties wish to document termination of the Existing Agreement while preserving all rights, obligations and amounts accrued through the Termination Date and all provisions that expressly survive termination;
NOW, THEREFORE, the parties agree as follows:
1. Termination of Existing Agreement
The Existing Agreement shall terminate effective at 11:59 p.m. on April 30, 2026 (the “Termination Date”). Except as expressly provided herein, neither party shall have any obligation to perform future services or obligations arising after the Termination Date under the Existing Agreement.
2. Accrued Compensation and Other Amounts
Termination shall not affect the VP Finance’s right to receive any compensation, fees, reimbursements, expenses paid or advanced personally by the VP Finance on behalf of the Company, or other amounts properly earned, accrued or payable under the Existing Agreement through the Termination Date, as set forth in Schedule A.
For greater certainty, reimbursable expenses incurred or paid by the VP Finance on or before April 30, 2026 shall remain obligations of the Company whether the related receipt, expense
report or other supporting documentation is submitted before or after the Termination Date, provided such expenses were properly incurred on behalf of the Company.
All unpaid amounts identified in Schedule A, including accrued compensation and reimbursable expenses, shall remain obligations of the Company following the Termination Date.
Nothing in this Termination Agreement shall constitute a waiver, compromise, settlement or forgiveness of any amount properly owing to the Executive as of the Termination Date unless expressly identified in writing and agreed by the parties.
3. Interest and Payment Rights
Interest shall accrue at the rate of 10% per annum commencing May 1, 2026 on the total unpaid balance set forth in Schedule A, including unpaid compensation, fees, reimbursable expenses and other amounts owing as of the Termination Date, until such amounts are paid in full.
Nothing in this Termination Agreement shall accelerate, extinguish or otherwise modify such payment rights unless expressly stated herein.
4. Surviving Provisions
Any provision of the Existing Agreement that expressly survives termination, or that by its nature is intended to survive termination, shall continue in accordance with its terms. Such provisions may include, where applicable:
a) confidentiality;
b) intellectual property;
c) indemnification;
d) payment of accrued compensation and expenses;
e) interest on unpaid accrued amounts;
f) maintenance and preservation of books and records;
g) dispute resolution; and
h) governing law.
5. No General Release
Except as expressly provided herein, neither the Company nor the VP Finance releases or waives claims, rights or obligations arising under the Existing Agreement prior to or as of the Termination Date.
Any settlement, compromise or release of specific claims shall require a separate written agreement.
6. Separate Interim Engagement
The parties acknowledge that they may enter into a separate Interim Vice President, Finance Services Agreement effective May 1, 2026.
Any such agreement shall constitute a new and independent engagement.
The interim agreement shall not:
a) renew or extend the Existing Agreement;
b) revive terminated provisions of the Existing Agreement;
c) constitute payment or satisfaction of amounts previously accrued;
d) waive rights or obligations arising under the Existing Agreement; or
e) alter compensation or services earned or performed through April 30, 2026.
7. Continuity of Finance and Reporting Functions
The parties acknowledge that termination of the Existing Agreement is part of a restructuring of the Company’s contractual arrangements and is not intended to result in abandonment of the Company’s finance, accounting, financial reporting or corporate-administration functions. The Company intends to continue maintaining its books and records and working toward completion of its outstanding financial statements, audits and regulatory filings through interim or successor arrangements approved by the Board.
8. Company Books, Records and Information
All Company accounting records, financial information, corporate records and other Company property shall remain the property of the Company.
The VP Finance shall continue to preserve and maintain the confidentiality of such information in accordance with the Existing Agreement and applicable law.
If the VP Finance continues providing services under a separate interim agreement, the VP Finance shall continue to have reasonable access to records and systems required to perform those services.
9. Indemnification
Termination shall not impair indemnification rights relating to actions taken or services performed before the Termination Date to the extent arising under:
a) the Existing Agreement;
b) the Company’s governing documents; or
c) applicable law.
10. No Admission
This Termination Agreement represents a mutually agreed restructuring of the parties’ contractual relationship and does not constitute an admission by either party of breach, liability or wrongdoing.
11. Authority
Each party represents that the person signing this Termination Agreement on its behalf has authority to enter into it.
12. Entire Agreement Regarding Termination
This Termination Agreement constitutes the entire agreement concerning termination of the Existing Agreement. Except as expressly modified herein, provisions of the Existing Agreement that survive termination remain unaffected.
13. Governing Law
This Termination Agreement shall be governed by the laws of the State of Nevada unless otherwise agreed in writing by the parties.
14. Counterparts and Electronic Signatures
This Termination Agreement may be executed in counterparts and by electronic signature.
IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of April 30, 2026.
RAINMAKER WORLDWIDE INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: Sole Director
Date: April 30, 2026
2752128 ONTARIO LTD.
By: /s/ Kelly White
Name: Kelly White
Title: President
Date: April 30, 2026
SCHEDULE A
Accrued Compensation and Other Amounts
Compensation, fees, reimbursements, expenses paid or advanced personally by the VP Finance on behalf of the Company, or other amounts properly earned, accrued or payable under the Existing Agreement through the Termination Date as follows:
| Amount** | ||||||||||
| Due To | Description | CAD | USD | |||||||
| 2752128 Ontario Ltd. | Unpaid Consulting Services | $ | 80,500.00 | |||||||
| 2752128 Ontario Ltd. | Unpaid interest on Consulting Services per Consulting Agreement | $ | 6,036.24 | |||||||
| Kelly White | Unpaid expenses | $ | 7,033.18 | $ | 4,093.50 | |||||
| 2752128 Ontario Ltd. | Convertible Promissory Note | $ | 163,888.08 | |||||||
| 2752128 Ontario Ltd. | Convertible Promissory Note accrued interest | $ | 5,388.10 | |||||||
| Total | $ | 7,033.18 | $ | 259,905.92 | ||||||
**per Section 3, interest shall accrue at the rate of 10% per annum commencing May 1, 2026 on the total unpaid balance set forth in this Schedule until such amounts are paid in full.
Exhibit 10.3
INTERIM CHIEF EXECUTIVE OFFICER SERVICES AGREEMENT
This Interim Chief Executive Officer Services Agreement (the “Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and LARCHWOOD MANAGEMENT PARTNERS INC. (the “Executive”), and shall become effective May 1, 2026 (the “Effective Date”).
1. Interim Appointment
Effective May 1, 2026, the Company hereby engages the Executive to serve as Interim Chief Executive Officer.
The Executive shall perform the functions customarily associated with the Company’s principal executive officer, subject to the authority and oversight of the Board of Directors.
This Agreement is a new and separate interim arrangement and does not extend, renew or reinstate the Executive’s prior agreement, which terminates effective April 30, 2026.
2. Purpose of Engagement
The Company is restructuring its management arrangements while continuing its existing business.
The purposes of this interim engagement include:
a) maintaining continuity of executive management;
b) continuing and preserving the Company’s existing business;
c) overseeing the Company’s assets, investments, subsidiaries and contractual relationships;
d) maintaining relationships with customers, prospective customers, strategic partners, creditors, shareholders and professional advisers;
e) supporting financing and business-development activities;
f) supporting completion of outstanding financial statements, audits and SEC reporting obligations; and
g) facilitating an orderly transition to successor management and/or an expanded Board of Directors.
Termination of the Executive’s prior agreement is not intended to constitute a cessation, abandonment or winding down of the Company’s existing business.
3. Duties
The Executive shall provide such executive management services as are reasonably necessary for the continuing conduct of the Company’s business, including:
a) oversight of the Company’s continuing business activities and strategic priorities;
b) management and oversight of material assets, subsidiaries, investments, intellectual property and contractual relationships;
c) customer, partner, investor, creditor and stakeholder communications;
d) pursuit of appropriate commercial, financing and business-development opportunities;
e) oversight of material corporate expenditures and obligations in coordination with the finance function;
f) coordination with legal counsel, auditors, accountants, transfer agents, filing agents and other professional advisers;
g) executive oversight of the Company’s financial and regulatory reporting remediation;
h) review and execution, where appropriate, of management representations and regulatory certifications;
i) reporting to the Board regarding material business, financial and strategic matters; and
j) transition of responsibilities to successor management or an expanded Board.
4. Continuing Business Operations
The Executive shall use commercially reasonable efforts to preserve and advance the Company’s existing business during the interim period.
The Executive shall not discontinue or abandon a material business line, material asset, subsidiary, contractual relationship or strategic initiative without appropriate Board authorization.
Nothing in this Agreement requires the Executive to undertake artificial transactions or activities lacking a bona fide business purpose.
5. SEC Reporting and Compliance
The Executive will engage to the extent supported by financial resources, to work with the Company’s finance personnel, auditors, accountants, securities counsel, filing agents and other advisers to advance completion of outstanding financial reporting requirements.
The Executive’s responsibilities include reasonable efforts to:
a) support completion of outstanding audits and financial statements;
b) support preparation of overdue periodic reports;
c) respond to information requests from auditors and advisers;
d) maintain management oversight of the reporting process;
e) assist in restoring the Company’s Exchange Act reporting compliance; and
f) support establishment of an orderly process for future reporting.
6. Term
The term shall commence May 1, 2026 and continue until such time as a permanent replacement is appointed by the Board.
7. Termination
The Company may terminate this Agreement at any time upon written notice authorized by the Board.
The Executive may terminate this Agreement upon ten (10) days’ written notice.
The Agreement may also terminate upon assumption of the principal executive function by a successor, unless otherwise determined by the Board.
The Executive shall reasonably cooperate in an orderly transition of duties.
8. Compensation
The Company shall pay the Executive:
● US$2,500 per month during the term of this Agreement.
Compensation shall accrue monthly and shall be payable in accordance with the Company’s available cash resources and ordinary payment procedures unless otherwise agreed in writing.
No equity compensation, bonus, stock options or other additional compensation shall be payable unless separately approved by the Board.
9. Expenses
The Company shall reimburse reasonable and necessary business expenses incurred in connection with the Executive’s duties, subject to reasonable supporting documentation.
Banking information, payment instructions and other administrative information required for payment or reimbursement shall be maintained in Schedule A-Administrative Information.
10. Prior Agreement
The Executive’s prior agreement shall terminate effective April 30, 2026.
Nothing in this Agreement shall, by itself:
a) waive amounts properly accrued through April 30, 2026;
b) waive contractual provisions expressly surviving termination; or
c) constitute a release of claims arising under the prior agreement.
Any settlement or release relating to the prior agreement shall be documented separately.
11. Corporate Authority
The Executive remains subject to the authority and oversight of the Board.
The Executive shall not enter into a material acquisition, disposition, financing, securities issuance, settlement or other extraordinary transaction without Board approval where such approval is required.
12. Company Records and Property
All Company books, records, correspondence, intellectual property and other Company property shall remain the property of the Company.
The Executive shall maintain appropriate records concerning material activities undertaken pursuant to this Agreement.
13. Confidentiality
The Executive shall maintain the confidentiality of Company confidential and non-public information.
Any confidentiality, intellectual-property or similar obligations under the prior agreement that survive termination shall remain effective according to their terms.
14. Indemnification
The Executive shall be entitled to such indemnification rights as are available under applicable law and the Company’s Articles of Incorporation and Bylaws.
15. Notices
Any formal notice required under this Agreement shall be delivered in writing to the applicable address or electronic contact listed in Schedule A-Administrative Information, as updated from time to time by written notice.
16. Schedules
The following schedules are attached to and form part of this Agreement for administrative purposes:
Schedule A-Administrative Information
Administrative and personally identifiable information, payment information and notice information.
No change to Schedule A shall amend the Executive’s compensation, duties, term, termination rights or other material terms of this Agreement.
17. Temporary Nature of Engagement
This Agreement is a limited transition arrangement and does not guarantee continued engagement following termination of the interim period.
18. Governing Law
This Agreement shall be governed by the laws of the State of Nevada, without regard to conflict-of-law principles, subject to applicable mandatory law.
19. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the Executive’s services from and after May 1, 2026, subject to provisions of the prior agreement expressly surviving termination.
Any amendment to a material term of this Agreement must be in writing and properly authorized by the Company.
Administrative updates to Schedule A that do not modify a material term shall not constitute amendments to this Agreement.
20. Counterparts and Electronic Signatures
This Agreement may be executed in counterparts and by electronic signature.
IN WITNESS WHEREOF, the parties have executed this Agreement as of April 30, 2026.
RAINMAKER WORLDWIDE INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: Sole Director
LARCHWOOD MANAGEMENT PARTNERS INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: President
SCHEDULE A
ADMINISTRATIVE INFORMATION
[Omitted pursuant to Items 601(a)(5) and 601(a)(6) of Regulation S-K. Schedule A contains non-material administrative and personally identifiable information. Rainmaker Worldwide Inc. agrees to furnish supplementally a copy of the omitted Schedule A to the U.S. Securities and Exchange Commission upon request.]
Exhibit 10.4
INTERIM VICE PRESIDENT, FINANCE SERVICES AGREEMENT
This Interim Vice President, Finance Services Agreement (the “Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and 2752128 ONTARIO LTD. (“VP Finance”), and shall become effective May 1, 2026 (the “Effective Date”).
1. Interim Appointment
Effective May 1, 2026, the Company hereby engages the VP Finance to serve as Interim Vice President, Finance.
Unless and until the Board designates another individual, the VP Finance shall also perform the functions customarily associated with this position.
This Agreement is a new and separate interim arrangement and does not extend, renew or reinstate the VP Finance’s prior agreement, which terminates effective April 30, 2026.
2. Purpose of Engagement
The Company is restructuring its management arrangements while continuing its existing business.
The purposes of the interim engagement include:
a) maintaining continuity of the Company’s finance and accounting functions;
b) preserving the Company’s books and records;
c) maintaining cash-management and financial-administration functions;
d) supporting ongoing business activity;
e) coordinating completion of outstanding audits and financial statements;
f) supporting completion of overdue SEC filings to the extent financial resources are available;
g) providing financial information required by management and the Board; and
h) facilitating an orderly transition to successor finance personnel or a revised management structure.
3. Duties
The VP Finance shall provide such finance, accounting, reporting and corporate-administration services as are reasonably required during the interim period, including:
a) maintaining and coordinating the Company’s accounting records and supporting documentation;
b) monitoring and administering cash balances, banking, accounts payable and accounts receivable;
c) preparing and coordinating financial information and supporting schedules;
d) coordinating with independent auditors, accountants, tax advisers, securities counsel and filing agents;
e) assisting with outstanding annual and quarterly financial statements;
f) coordinating preparation of Forms 10-K, 10-Q, 8-K and other required reports;
g) collecting, reviewing and organizing information required for financial and regulatory reporting;
h) supporting management representations, disclosure controls and internal-control documentation;
i) maintaining and coordinating capitalization information;
j) coordinating with the Company’s transfer agent;
k) supporting budgeting, forecasting, financing and creditor-management activities;
l) maintaining corporate, accounting, financial, audit, tax and regulatory records;
m) providing financial information and analysis to the Board and executive management; and
n) assisting with transition to successor personnel.
4. SEC Reporting and Financial Reporting Remediation
The VP Finance shall use commercially reasonable efforts to advance completion of the Company’s outstanding financial reporting requirements.
This shall include working with the Company’s principal executive officer, auditors, accountants, securities counsel and filing agents to:
a) complete outstanding financial statements;
b) support completion of audits and reviews;
c) prepare overdue periodic reports;
d) organize supporting financial information;
e) assist with disclosure and management representations;
f) support restoration of Exchange Act reporting compliance; and
g) establish appropriate processes for future reporting.
5. Continuity of Financial Operations
The VP Finance shall maintain functioning financial, accounting and corporate-administration systems reasonably necessary for the Company’s continuing business to the extent that financial resources are available.
Nothing herein requires creation of artificial transactions, activities or records lacking a bona fide corporate purpose.
6. Term
The term shall commence May 1, 2026 and continue until a replacement is appointed, unless terminated earlier pursuant to this Agreement.
7. Termination
The Company may terminate this Agreement at any time upon written notice authorized by the Board.
The VP Finance may terminate this Agreement upon ten (10) days’ written notice.
The Agreement may also terminate upon assumption of the finance function by a successor unless otherwise determined by the Board.
The VP Finance shall reasonably cooperate with transfer of books, records, systems and responsibilities.
8. Compensation
The Company shall pay the VP Finance:
● US$1,000 per month during the term. Compensation shall accrue monthly and shall be payable in accordance with the Company’s available cash resources and ordinary payment procedures unless otherwise agreed in writing.
No equity compensation, bonus, options or additional compensation shall be payable unless separately approved by the Board.
9. Expenses
The Company shall reimburse reasonable and necessary business expenses, subject to reasonable supporting documentation.
10. Prior Agreement
The prior agreement shall terminate effective April 30, 2026. Nothing herein shall, by itself:
a) waive amounts properly accrued through April 30, 2026;
b) waive provisions expressly surviving termination; or
c) constitute a release of claims under the prior agreement. Any settlement or release shall be documented separately.
11. Access to Information
The Company shall provide reasonable access to Company books, records, banking information, contracts, capitalization records, advisers and information necessary to perform the VP Finance’s duties.
12. Board Oversight
The VP Finance shall report to the Board and, where applicable, to the person performing the principal executive function.
The Board may designate additional or successor finance personnel at any time.
13. Records and Company Property
All accounting records, financial information, corporate records and other Company property shall remain Company property.
The VP Finance shall maintain appropriate documentation regarding material activities undertaken under this Agreement.
14. Confidentiality
The VP Finance shall maintain the confidentiality of the Company’s confidential and non-public information.
Any confidentiality or similar obligations surviving under the prior agreement shall remain effective according to their terms.
15. Indemnification
The VP Finance shall have such indemnification rights as are available under applicable law and the Company’s governing documents.
16. Notices
Formal notices shall be delivered to the addresses or electronic contacts listed in Schedule A- Administrative Information, as updated from time to time.
17. Administrative Information
The following schedules are attached to and form part of this Agreement for administrative purposes:
Schedule A-Administrative Information
Administrative and personally identifiable information, payment information and notice information.
Changes to Schedule A shall not modify compensation, duties, term, termination rights or any other material provision of this Agreement.
18. Temporary Nature of Engagement
This Agreement is intended as a temporary transition arrangement and does not guarantee continued engagement after the interim period.
19. Governing Law
This Agreement shall be governed by the laws of State of Nevada, subject to applicable mandatory law.
20. Entire Agreement
This Agreement constitutes the entire agreement concerning services from and after May 1, 2026, subject to provisions of the prior agreement expressly surviving termination.
Any amendment to a material term must be in writing and properly authorized.
Administrative updates to Schedule A that do not modify material terms shall not constitute amendments.
21. Counterparts and Electronic Signatures
This Agreement may be executed in counterparts and by electronic signature.
IN WITNESS WHEREOF, the parties have executed this Agreement as of April 30, 2026.
RAINMAKER WORLDWIDE INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: Sole Director
2752128 ONTARIO LTD.
By: /s/ Kelly White
Name: Kelly White
Title: President
SCHEDULE A
ADMINISTRATIVE INFORMATION
[Omitted pursuant to Items 601(a)(5) and 601(a)(6) of Regulation S-K. Schedule A contains non-material administrative and personally identifiable information. Rainmaker Worldwide Inc. agrees to furnish supplementally a copy of the omitted Schedule A to the U.S. Securities and Exchange Commission upon request.]
Exhibit 10.5
RAINMAKER WORLDWIDE INC.
ACKNOWLEDGMENT OF FORFEITURE AND VOLUNTARY SURRENDER OF STOCK OPTION
Effective April 22, 2026
This Acknowledgment is entered into by Rainmaker Worldwide Inc. (the “Company”) and James Ross (the “Optionee”).
The Optionee acknowledges that, pursuant to the Director Stock Option Grant Agreement dated January 12, 2026, the Optionee was granted an option to purchase 1,924,192 shares of the Company’s common stock at an exercise price of $0.0209 per share.
The Optionee further acknowledges and agrees as follows:
1. Termination of Board Service.
The Optionee’s service as a member of the Board of Directors terminated effective April 22, 2026.
2. Forfeiture of Unvested Options.
Pursuant to Sections 4 and 6 of the Stock Option Grant Agreement, all portions of the Option that were unvested as of April 22, 2026 were automatically forfeited upon termination of the Optionee’s Board service.
3. Voluntary Surrender of Vested Options.
The Optionee voluntarily and irrevocably surrenders to the Company all portions of the Option that were vested and outstanding as of April 22, 2026 and waives the six-month post-termination exercise period otherwise provided under the Stock Option Grant Agreement.
4. No Consideration.
The Optionee acknowledges that the voluntary surrender is made without payment, replacement award or other consideration from the Company.
5. No Further Rights.
Effective April 22, 2026, the Optionee has no further right, title or interest in or to the Option or any shares underlying the Option.
6. Limited Scope.
This Acknowledgment relates solely to the Option and does not constitute a release or settlement of any other rights or obligations between the Optionee and the Company.
RAINMAKER WORLDWIDE INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: Director
JAMES ROSS
/s/ James Ross
Exhibit 10.6
RAINMAKER WORLDWIDE INC.
ACKNOWLEDGMENT OF FORFEITURE AND VOLUNTARY SURRENDER OF STOCK OPTION
Effective April 30, 2026
This Acknowledgment is entered into by Rainmaker Worldwide Inc. and Larchwood Management Partners Inc. (the “Optionee”).
The Optionee acknowledges that it was granted an option on January 12, 2026 to purchase 3,330,332 shares of common stock at $0.0209 per share.
1. Termination of Service.
The Optionee’s applicable service to the Company terminated effective April 30, 2026.
2. Forfeiture of Unvested Options.
Pursuant to Sections 4 and 6 of the Stock Option Grant Agreement, all portions of the Option that were unvested as of April 30, 2026 were automatically forfeited upon termination of service.
3. Voluntary Surrender of Vested Options.
The Optionee voluntarily and irrevocably surrenders all portions of the Option that were vested and outstanding as of April 30, 2026 and waives the six-month post-termination exercise period otherwise provided under the Stock Option Grant Agreement.
4. No Consideration.
The surrender is made without payment, replacement award or other consideration from the Company.
5. No Further Rights.
Effective April 30, 2026, the Optionee has no further right, title or interest in the Option or the shares underlying it.
6. Limited Scope.
This Acknowledgment relates solely to the Option and does not terminate, settle or release any separate agreement or obligation between the parties.
RAINMAKER WORLDWIDE INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: Director
LARCHWOOD MANAGEMENT PARTNERS INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: President
Exhibit 10.7
RAINMAKER WORLDWIDE INC.
ACKNOWLEDGMENT OF FORFEITURE AND VOLUNTARY SURRENDER OF STOCK OPTION
Effective April 30, 2026
This Acknowledgment is entered into by Rainmaker Worldwide Inc. and 2752128 Ontario Ltd. (the “Optionee”).
The Optionee acknowledges that it was granted an option on January 12, 2026 to purchase 3,330,332 shares of common stock at $0.0209 per share.
1. Termination of Service.
The Optionee’s applicable service to the Company terminated effective April 30, 2026.
2. Forfeiture of Unvested Options.
Pursuant to Sections 4 and 6 of the Stock Option Grant Agreement, all portions of the Option that were unvested as of April 30, 2026 were automatically forfeited upon termination of service.
3. Voluntary Surrender of Vested Options.
The Optionee voluntarily and irrevocably surrenders all portions of the Option that were vested and outstanding as of April 30, 2026 and waives the six-month post-termination exercise period otherwise provided under the Stock Option Grant Agreement.
4. No Consideration.
The surrender is made without payment, replacement award or other consideration from the Company.
5. No Further Rights.
Effective April 30, 2026, the Optionee has no further right, title or interest in the Option or the shares underlying it.
6. Limited Scope.
This Acknowledgment relates solely to the Option and does not terminate, settle or release any separate agreement or obligation between the parties.
RAINMAKER WORLDWIDE INC.
By: /s/ Michael O’Connor
Name: Michael O’Connor
Title: Director
2752128 ONTARIO LTD.
By: /s/ Kelly White
Name: Kelly White
Title: President