8-K
Rainmaker Worldwide Inc. (RAKR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 15, 2026
RAINMAKER
WORLDWIDE INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-56311 | 82-4346844 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 2510 East Sunset Road, Suite 5 #925 Las Vegas, Nevada | 89120 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (702) 608-1990
Not
Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers
(e) Compensatory Arrangements of Certain Officers
On January 9, 2026, the Board of Directors of Rainmaker Worldwide Inc. (the “Company”) adopted the Company’s 2026 Equity Incentive Plan (the “Plan”). The Plan provides for the grant of stock options and other equity-based awards to officers, senior executives, directors, and future officers, senior executives, and directors of the Company. The maximum number of shares authorized for issuance under the Plan is equal to ten percent (10%) of the Company’s issued and outstanding common shares, calculated on a fully diluted basis.
On January 12, 2026, pursuant to the Plan, the Company granted non-qualified stock options (“NSOs”) to two entities affiliated with an executive officer and a senior executive of the Company, and to a director of the Company, as follows:
| ● | Larchwood<br> Management Partners Inc., an entity affiliated with Michael O’Connor, the Company’s Chief Executive Officer<br> and Executive Chairman, was granted options to purchase 3,330,332 shares of common stock. |
|---|---|
| ● | 2752128<br> Ontario Ltd., an entity affiliated with Kelly White, the Company’s Vice President, Finance, was granted options<br> to purchase 3,330,332 shares of common stock. |
| ● | James<br> Ross, a director of the Company, was granted options to purchase 1,924,192 shares of common stock. |
All such options have an exercise price of $0.0209 per share, equal to the closing price of the Company’s common stock on the OTC Market on the grant date. The options vest in equal monthly installments over a period of twenty-four (24) months, have a five-year term, and may be exercised by cash payment or by net exercise. Upon termination of service for reasons other than cause, vested options generally remain exercisable for a period of six (6) months following termination.
With respect to the options granted to executive officers, the options provide for accelerated vesting upon a double-trigger change-in-control event, consisting of a change of control of the Company followed by a qualifying termination of service. Any acceleration of vesting in connection with a change of control for director awards is subject to the approval of the Company’s Board of Directors.
The foregoing descriptions of the Plan and the option awards are summaries and are qualified in their entirety by reference to the Plan.
Item9.01 — Financial Statements and Exhibits
**(**d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 10.1 | 2026 Equity Incentive Plan of Rainmaker Worldwide Inc., adopted effective January 9, 2026 |
| 104 | Cover<br> Page Interactive Date File (embedded with the Inline XBRL document) |
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:<br> January 15, 2026 | By: | /s/ Michael O’Connor |
| Name: | Michael<br> O’Connor | |
| Title: | President,<br> Chief Executive Officer and Interim Chief Financial Officer |
Exhibit10.1
2026EQUITY INCENTIVE PLAN
(Officer& Director & Senior Executive Option Plan)
Company: Rainmaker Worldwide Inc.
PlanName: 2026 Equity Incentive Plan
Type: Stock Options (NSOs)
1.Purpose of the Plan
The purpose of this Plan is to attract, retain, and motivate officers, directors, senior executives and future officers, directors and senior executives of the Company by providing them with equity-based compensation aligned with shareholder interests.
2.Eligible Participants
Eligible participants under this Plan include:
| ● | Officers<br> of the Company |
|---|---|
| ● | Senior<br> Executives (employees or consultants) |
| ● | Members<br> of the Board of Directors |
| ● | Future<br> officers and directors appointed or elected during the term of the Plan |
Employees who are not officers nor senior executives may be added only by amendment approved by the Board.
3.Shares Subject to the Plan
| ● | The<br> maximum number of shares available for issuance under this Plan shall be 10% of the Company’s issued and outstanding common<br> shares, calculated on a fully diluted basis as of the Plan’s effective date. |
|---|---|
| ● | The<br> share pool shall be evergreen, automatically adjusting with changes in outstanding shares unless otherwise limited by Board resolution. |
| ● | Shares<br> underlying options that expire, are cancelled, or are forfeited shall return to the Plan pool. |
4.Allocation Guidelines
The Board establishes the following allocation framework (non-binding but directive):
| ● | Officer<br> and senior executive grants shall be at least double the number of options granted to non-executive directors, on a per-grant basis. |
|---|---|
| ● | The<br> Board may differentiate among officers and senior executives (e.g., CEO, CFO, COO) based on role, responsibility, and tenure. |
| ● | Director<br> grants may be annual, per-meeting, or term-based. |
The Board retains discretion to deviate from these guidelines for business reasons.
5.Administration
| ● | The<br> Plan shall be administered by the Board of Directors or a duly appointed Compensation Committee. |
|---|---|
| ● | The<br> administrator has full authority to: |
| ◌ | Determine<br> grant sizes |
| --- | --- |
| ◌ | Establish<br> vesting schedules |
| ◌ | Determine<br> exercise prices |
| ◌ | Interpret<br> the Plan |
| ◌ | Resolve<br> disputes |
6.Type of Awards
Awards under the Plan may consist of:
| ● | Incentive<br> Stock Options (ISOs) (to the extent permitted under IRC §422) |
|---|---|
| ● | Non-Qualified<br> Stock Options (NSOs) |
Directors shall receive NSOs only.
7.Exercise Price
| ● | The<br> exercise price shall be no less than fair market value (FMV) of the Company’s common stock on the date of grant. |
|---|---|
| ● | FMV<br> shall be determined by: |
| ◌ | The<br> closing market price on the OTC market; or |
| --- | --- |
| ◌ | If<br> unavailable, a Board-determined valuation in good faith. |
8.Vesting
Unless otherwise approved by the Board:
| ● | Options<br> shall vest over time-based schedules (e.g., 3–4 years) |
|---|---|
| ● | Vesting<br> may include cliffs, graded vesting, or performance triggers |
| ● | The<br> Board may approve accelerated vesting upon: |
| ◌ | Change<br> of control |
| --- | --- |
| ◌ | Termination<br> without cause |
| ◌ | Death<br> or disability |
9.Term of Options
| ● | No<br> option shall have a term longer than 10 years from the date of grant. |
|---|---|
| ● | ISOs<br> granted to 10% shareholders (if any) shall have a maximum term of 5 years. |
10.Termination of Service
Unless otherwise specified in the grant agreement:
| ● | Voluntary<br> or involuntary termination: unvested options are forfeited unless determined otherwise by the Administrator. |
|---|---|
| ● | Death<br> or disability: vested options may be exercised for up to 12 months |
| ● | With<br> Cause: all options (vested and unvested) are forfeited immediately |
11.Change of Control
Upon a change of control, the Board may:
| ● | Accelerate<br> vesting |
|---|---|
| ● | Cash<br> out options |
| ● | Substitute<br> options into the acquiring entity |
12.Securities Law Compliance
All option grants and exercises shall be subject to:
| ● | Federal<br> and state securities laws |
|---|---|
| ● | OTC<br> Market rules |
| ● | Any<br> applicable holding periods or resale restrictions |
13.No Right to Continued Service
Participation in the Plan does not confer any right to continued employment or board service.
14.Amendment and Termination
| ● | The<br> Board may amend or terminate the Plan at any time. |
|---|---|
| ● | Shareholder<br> approval shall be required where mandated by law or exchange rules. |
15.Effective Date
This Plan is effective as of January 9, 2026, upon adoption by the Board of Directors.