RAKR 8-K
Rainmaker Worldwide Inc. (RAKR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of 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 Management Partners Inc., an entity affiliated with Michael O’Connor, the Company’s Chief Executive Officer and Executive Chairman, was granted options to purchase 3,330,332 shares of common stock. | |
| ● | 2752128 Ontario Ltd., an entity affiliated with Kelly White, the Company’s Vice President, Finance, was granted options to purchase 3,330,332 shares of common stock. | |
| ● | James 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.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | 2026 Equity Incentive Plan of Rainmaker Worldwide Inc., adopted effective January 9, 2026 | |
| 104 | Cover 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: January 15, 2026 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer | |
Exhibit 10.1
2026 EQUITY INCENTIVE PLAN
(Officer & Director & Senior Executive Option Plan)
Company: Rainmaker Worldwide Inc.
Plan Name: 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 of the Company | |
| ● | Senior Executives (employees or consultants) | |
| ● | Members of the Board of Directors | |
| ● | Future 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 maximum number of shares available for issuance under this Plan shall be 10% of the Company’s issued and outstanding common shares, calculated on a fully diluted basis as of the Plan’s effective date. | |
| ● | The share pool shall be evergreen, automatically adjusting with changes in outstanding shares unless otherwise limited by Board resolution. | |
| ● | Shares 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 and senior executive grants shall be at least double the number of options granted to non-executive directors, on a per-grant basis. | |
| ● | The Board may differentiate among officers and senior executives (e.g., CEO, CFO, COO) based on role, responsibility, and tenure. | |
| ● | Director grants may be annual, per-meeting, or term-based. |
The Board retains discretion to deviate from these guidelines for business reasons.
5. Administration
| ● | The Plan shall be administered by the Board of Directors or a duly appointed Compensation Committee. | |
| ● | The administrator has full authority to: |
| ◌ | Determine grant sizes | |
| ◌ | Establish vesting schedules | |
| ◌ | Determine exercise prices | |
| ◌ | Interpret the Plan | |
| ◌ | Resolve disputes |
6. Type of Awards
Awards under the Plan may consist of:
| ● | Incentive Stock Options (ISOs) (to the extent permitted under IRC §422) | |
| ● | Non-Qualified Stock Options (NSOs) |
Directors shall receive NSOs only.
7. Exercise Price
| ● | The exercise price shall be no less than fair market value (FMV) of the Company’s common stock on the date of grant. | |
| ● | FMV shall be determined by: |
| ◌ | The closing market price on the OTC market; or | |
| ◌ | If unavailable, a Board-determined valuation in good faith. |
8. Vesting
Unless otherwise approved by the Board:
| ● | Options shall vest over time-based schedules (e.g., 3–4 years) | |
| ● | Vesting may include cliffs, graded vesting, or performance triggers | |
| ● | The Board may approve accelerated vesting upon: |
| ◌ | Change of control | |
| ◌ | Termination without cause | |
| ◌ | Death or disability |
9. Term of Options
| ● | No option shall have a term longer than 10 years from the date of grant. | |
| ● | ISOs 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 or involuntary termination: unvested options are forfeited unless determined otherwise by the Administrator. | |
| ● | Death or disability: vested options may be exercised for up to 12 months | |
| ● | With Cause: all options (vested and unvested) are forfeited immediately |
11. Change of Control
Upon a change of control, the Board may:
| ● | Accelerate vesting | |
| ● | Cash out options | |
| ● | Substitute options into the acquiring entity |
12. Securities Law Compliance
All option grants and exercises shall be subject to:
| ● | Federal and state securities laws | |
| ● | OTC Market rules | |
| ● | Any 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 Board may amend or terminate the Plan at any time. | |
| ● | Shareholder 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.