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 5, 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. ☐
Item1.01 – Entry into a Material Definitive Agreement
On December 31, 2025, Rainmaker Worldwide Inc. (the “Company”) entered into three convertible promissory notes (collectively, the “Notes”) with existing shareholders and affiliates of the Company. The Notes were issued in aggregate principal amounts of $163,888.08, $137,301.99, and $63,000.00, respectively, representing the restructuring of outstanding trade accounts payable for services previously rendered to the Company.
Each Note bears interest at a rate of 10% per annum, matures one year from issuance, and is convertible, at the holder’s election, into shares of the Company’s common stock at a fixed conversion price of $0.027 per share, representing the 30-day volume-weighted average price of the Company’s common stock as of the issuance date. The conversion price contains no discount and no variable pricing features. The Notes were issued on a non-cash basis and did not result in the issuance of equity at inception.
Upon a change in control of the Company, as defined in the Notes, each holder may elect to either convert the outstanding principal and accrued interest into shares of common stock at the applicable conversion price or receive repayment of outstanding principal and accrued interest in cash.
The foregoing descriptions of the Notes are qualified in their entirety by reference to the forms of convertible promissory notes filed as Exhibits 10.1, 10.2, and 10.3 hereto.
On December 31, 2025, the Company entered into amendments to existing consulting agreements with Larchwood Management Partners Inc. and 2752128 Ontario Ltd. The amendments modified certain terms of the existing consulting arrangements, including compensation and related payment terms. No equity securities were issued in connection with these amendments.
On January 1, 2026, the Company also entered into a new consulting agreement with Sage Stone (Canada) Inc., pursuant to which Sage Stone (Canada) Inc. will provide consulting services to the Company. The consulting agreement establishes compensation and other customary terms. No equity securities were issued in connection with the execution of the new consulting agreement.
Item3.02 – Unregistered Sales of Equity Securities
The securities referenced in Item 1.01 were issued pursuant to exemptions from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) thereof.
Item9.01 – Financial Statements and Exhibits
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 10.1 | Convertible Promissory Note – 2752128 Ontario Ltd. |
| 10.2 | Convertible Promissory Note – Larchwood Management Partners Inc. |
| 10.3 | Convertible Promissory Note – Sage Stone (Canada) Inc. |
| 10.4 | Amendment to Consulting Agreement – Larchwood Management Partners Inc. |
| 10.5 | Consulting Agreement – Sage Stone (Canada) Inc. |
| 10.6 | Amendment to Consulting Agreement – 2752128 Ontario Ltd. |
| 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:<br> January 5, 2026 | By: | /s/ Michael O’Connor |
| Name: | Michael<br> O’Connor | |
| Title: | President,<br> Chief Executive Officer and Interim Chief Financial Officer |
Exhibit10.1
CONVERTIBLEPROMISSORY NOTE
(AccountsPayable Restructuring)
PrincipalAmount: US$163,888.08
IssueDate: December 31, 2025
FORVALUE RECEIVED, Rainmaker Worldwide Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of 2752128ONTARIO LTD., or its permitted assigns (the “Holder”), the principal sum of US$163,888.08, together with interestthereon as set forth below.
1.Purpose of Note (AP Restructuring)
This Note represents the restructuring of bona fide accounts payable owed by the Company to the Holder for services previously rendered, which payables have been outstanding for more than ninety (90) days as of the Issue Date. The parties acknowledge that the issuance of this Note is intended to improve the Company’s working capital position and align the Holder’s interests with the long-term growth of the Company.
2.Interest; Maturity
**Interest.**Interest accrues at 10% per annum, simple interest, from the Issue Date until paid or converted.
**Maturity.**One (1) year from the Issue Date, unless earlier prepaid or converted.
3.Conversion Rights
OptionalConversion. At any time prior to Maturity (subject to Section 5), the Holder may convert principal and accrued interest into the Company’s common stock, par value $0.001.
ConversionPrice. $0.027 per share, representing the 30-day VWAP as of the Issue Date, no discount; fixed at issuance.
Mechanics. Shares issued within three (3) business days of a written conversion notice, subject to authorized shares.
4.Change in Control
4.1“Change in Control” shall mean the occurrence of any transaction or series of related transactions that results in:
(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the outstanding voting power of the Company’s capital stock;
(b) a merger, consolidation, or other business combination involving the Company in which the stockholders of the Company immediately prior to such transaction do not, immediately after such transaction, own a majority of the outstanding voting power of the surviving or resulting entity; or
(c) a sale, lease, transfer, or other disposition of all or substantially all of the assets of the Company.
4.2 Upon a Change in Control, the Holder may elect to (a) convert effective into Common Stock immediately prior to consummation at the Conversion Price, or (b) receive cash payment of outstanding principal and accrued interest concurrently with consummation.
5.Prepayment
The Company may prepay prior to delivery of a conversion notice with 30 days’ notice; after a conversion notice, the converted portion is not prepayable.
6.Events of Default
Failure to pay when due; uncured material breach after five (5) business days’ notice; insolvency or bankruptcy. Upon default, all amounts may be declared immediately due.
7.Securities Law Acknowledgement
Unregistered securities issued in reliance on exemptions. Legend removal/resale requires an opinion of counsel mutually acceptable to the Company and Holder, reasonably satisfactory to the Company.
8.Insider Acknowledgement
The Holder represents that it is a greater-than-ten-percent (10%) shareholder of the Company and an “affiliate” for purposes of U.S. securities laws. The parties acknowledge that conversions and resales may be subject to applicable insider, affiliate, and resale restrictions.
9.Governing Law
This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-law principles.
10.Miscellaneous
| ● | No<br> shareholder rights attach to this Note until conversion. |
|---|---|
| ● | This<br> Note represents the entire agreement with respect to its subject matter. |
| ● | Amendments<br> must be in writing signed by both parties. |
| ● | This<br> Note may be executed in counterparts. |
INWITNESS WHEREOF, the parties have executed this Convertible Promissory Note as of the Issue Date first written above.
| RAINMAKER WORLDWIDE INC. | 2752128 ONTARIO LTD. | ||
|---|---|---|---|
| By: | By: | ||
| Name: | Michael<br> O’Connor | Name: | Kelly<br> White |
| Title: | CEO | Title: | President |
Exhibit 10.2
CONVERTIBLE PROMISSORY NOTE
(Accounts Payable Restructuring)
PrincipalAmount: US$137,301.99
IssueDate: December 31, 2025
FORVALUE RECEIVED, Rainmaker Worldwide Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of LarchwoodManagement Partners Inc. (the “Holder”), the principal sum of US$137,301.99, together with interest thereon as set forthbelow.
1.Purpose of Note (AP Restructuring)
This Note represents the restructuring of bona fide accounts payable owed by the Company to the Holder for services previously rendered, which payables have been outstanding for more than ninety (90) days as of the Issue Date. The issuance of this Note is intended to improve the Company’s working capital position and align the Holder’s interests with the long-term growth of the Company.
2.Interest; Maturity
Interest. Interest accrues at 10% per annum, simple interest, from the Issue Date until paid or converted.
Maturity. One (1) year from the Issue Date, unless earlier prepaid or converted.
3.Conversion Rights
OptionalConversion. At any time prior to Maturity (subject to Section 5), the Holder may convert principal and accrued interest into the Company’s common stock, par value $0.001.
ConversionPrice. $0.027 per share, representing the 30-day VWAP as of the Issue Date, no discount; fixed at issuance.
Mechanics. Shares issued within three (3) business days of a written conversion notice, subject to authorized shares.
4.Change in Control
4.1 “Change in Control” shall mean the occurrence of any transaction or series of related transactions that results in:
(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the outstanding voting power of the Company’s capital stock;
(b) a merger, consolidation, or other business combination involving the Company in which the stockholders of the Company immediately prior to such transaction do not, immediately after such transaction, own a majority of the outstanding voting power of the surviving or resulting entity; or
(c) a sale, lease, transfer, or other disposition of all or substantially all of the assets of the Company.
4.2 Upon a Change in Control, the Holder may elect to (a) convert effective into Common Stock immediately prior to consummation at the Conversion Price, or (b) receive cash payment of outstanding principal and accrued interest concurrently with consummation.
5.Prepayment
The Company may prepay prior to delivery of a conversion notice with 30 days’ notice; after a conversion notice, the converted portion is not prepayable.
6.Events of Default
Failure to pay when due; uncured material breach after five (5) business days’ notice; insolvency or bankruptcy. Upon default, all amounts may be declared immediately due.
7.Securities Law Acknowledgement
Unregistered securities issued in reliance on exemptions. Legend removal/resale requires an opinion of counsel mutually acceptable to the Company and Holder, reasonably satisfactory to the Company.
8.Insider Acknowledgement
The Holder is an affiliate of the Company for U.S. securities law purposes; transactions are subject to applicable insider and resale restrictions.
9.Governing Law
This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-law principles.
10.Miscellaneous
| ● | No<br> shareholder rights attach to this Note until conversion. |
|---|---|
| ● | This<br> Note represents the entire agreement with respect to its subject matter. |
| ● | Amendments<br> must be in writing signed by both parties. |
| ● | This<br> Note may be executed in counterparts. |
INWITNESS WHEREOF, the parties have executed this Convertible Promissory Note as of the Issue Date first written above.
| RAINMAKER<br> WORLDWIDE INC. | LARCHWOOD<br> MANAGEMENT PARTNERS INC. | ||
|---|---|---|---|
| By: | By: | ||
| Name: | James Ross | Name: | Michael O’Connor |
| Title: | Director | Title: | President |
Exhibit 10.3
CONVERTIBLE PROMISSORY NOTE
(Accounts Payable Restructuring)
PrincipalAmount: US$63,000.00
IssueDate: December 31, 2025
FORVALUE RECEIVED, Rainmaker Worldwide Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of SAGESTONE (CANADA) INC. (the “Holder”), the principal sum of US$63,000.00, together with interest thereon as set forth below.
1.Purpose of Note (AP Restructuring)
This Note represents the restructuring of bona fide accounts payable owed by the Company to the Holder for services previously rendered, outstanding for more than ninety (90) days as of the Issue Date.
2.Interest; Maturity
Interest. Interest accrues at 10% per annum, simple interest, from the Issue Date until paid or converted.
Maturity. One (1) year from the Issue Date, unless earlier prepaid or converted.
3.Conversion Rights
OptionalConversion. At any time prior to Maturity (subject to Section 5), the Holder may convert principal and accrued interest into the Company’s common stock, par value $0.001.
ConversionPrice. $0.027 per share, representing the 30-day VWAP as of the Issue Date, no discount; fixed at issuance.
Mechanics. Shares issued within three (3) business days of a written conversion notice, subject to authorized shares.
4.Change in Control
4.1“Change in Control” shall mean the occurrence of any transaction or series of related transactions that results in:
(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the outstanding voting power of the Company’s capital stock;
(b) a merger, consolidation, or other business combination involving the Company in which the stockholders of the Company immediately prior to such transaction do not, immediately after such transaction, own a majority of the outstanding voting power of the surviving or resulting entity; or
(c) a sale, lease, transfer, or other disposition of all or substantially all of the assets of the Company.
4.2Upon a Change in Control, the Holder may elect to (a) convert effective into Common Stock immediately prior to consummation at the Conversion Price, or (b) receive cash payment of outstanding principal and accrued interest concurrently with consummation.
5.Prepayment
The Company may prepay prior to delivery of a conversion notice with 30 days’ notice; after a conversion notice, the converted portion is not prepayable.
6.Events of Default
Failure to pay when due; uncured material breach after five (5) business days’ notice; insolvency or bankruptcy. Upon default, all amounts may be declared immediately due.
7.Securities Law Acknowledgement
Unregistered securities issued in reliance on exemptions. Legend removal/resale requires an opinion of counsel mutually acceptable to the Company and Holder, reasonably satisfactory to the Company.
8.Insider Acknowledgement
The Holder is an affiliate of the Company for U.S. securities law purposes; transactions are subject to applicable insider and resale restrictions.
9.Governing Law
This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-law principles.
10.Miscellaneous
| ● | No<br> shareholder rights attach to this Note until conversion. |
|---|---|
| ● | This<br> Note represents the entire agreement with respect to its subject matter. |
| ● | Amendments<br> must be in writing signed by both parties. |
| ● | This<br> Note may be executed in counterparts. |
INWITNESS WHEREOF, the parties have executed this Convertible Promissory Note as of the Issue Date first written above.
| RAINMAKER<br> WORLDWIDE INC. | SAGE<br> STONE (CANADA) INC. | ||
|---|---|---|---|
| By: | By: | ||
| Name: | Michael O’Connor | Name: | James Ross |
| Title: | CEO | Title: | President |
Exhibit10.4
Amendment#4 to Consulting Agreement
This Amendment #4 to the Consulting Agreement (the “Amendment”) is made and entered into as of December 1, 2025, by and between Rainmaker Worldwide Inc. (the “Company”) (“RAKR”) and Larchwood Management Partners Inc. (“Consultant”).
RECITALS
WHEREAS, RAKR and the Consultant entered into a Consulting Agreement dated July 4, 2017, as amended by:
● Amendment #1 dated February 28, 2020;
● Amendment #2 dated January 1, 2021; and
● Amendment #3 dated June 1, 2023;
(collectively, the “Agreement”);
WHEREAS, the parties desire to reset compensation, extend the term, confirm outside work parameters, and establish termination compensation obligations;
NOW,THEREFORE, the parties agree as follows:
1.Compensation Adjustment.
Effective December 1, 2025, compensation shall be US$15,500 per month until the Company is able to pay market rates as determined by the Compensation Committee.
2.Term Extension.
The term of the Agreement, as amended, is extended five (5) years through December 1, 2030.
3.Termination Compensation.
If the Company terminates during the extended term, Consultant shall receive two (2) years of salary at the then-current rate plus any earned and due stock.
No termination of this Agreement by the Company shall in any way affect the right of Consultant to receive, as a result of its services rendered, its compensation including fees, securities or Warrants or other benefits hereunder.
4.Effect of Amendment.
All other provisions of the Agreement remain in effect and are ratified.
5.Governing Law.
Nevada law governs this Amendment.
INWITNESS WHEREOF, the parties have executed this Amendment #4 as of the date above.
| Larchwood Management | Rainmaker Worldwide Inc. |
|---|---|
| Partners Inc. | |
| Michael<br> O’Connor | James<br> Ross |
| CEO | Audit<br> Committee Chair |
Exhibit10.5
BUSINESSCONSULTING AGREEMENT
This Business Consulting Agreement (the “Agreement”) is made and effective January 1, 2026 (the “Effective Date”),
BETWEEN:
SAGE STONE (CANADA) INC. (the “Consultant”), a company organized and existing under the laws of the Province of Alberta, Canada
AND:
RAINMAKER WORLDWIDE INC. (the “Company”), a company organized and existing under the laws of the State of Nevada, with its head office located at: 271 Brock Street Peterborough, Ontario K9H 2P8 Canada
1.CONSULTATION SERVICES
The Company hereby engages the Consultant to provide advisory and consulting services to the Company as mutually agreed from time to time.
2.TERM OF AGREEMENT
This Agreement shall commence on January 1, 2026 and shall continue for a fixed term of three (3) years, expiring on December 31, 2028, unless earlier terminated in accordance with this Agreement (the “Term”).
3.COMPENSATION
3.1Monthly Fee
The Company shall pay the Consultant a fee of US$4,000 per month, payable upon receipt of a monthly invoice submitted by the Consultant. Payment shall be made within five (5) days of invoice receipt.
3.2Fee and Commission Structure
The Consultant may be entitled to sales commissions and success-based fees in connection with transactions or introductions made by the Consultant, as further agreed between the parties.
4.TERMINATION
Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party.
4.1Termination Compensation
If the Company terminates this Agreement during the Term, other than for cause, the Consultant shall be entitled to receive two (2) years of consulting fees at the then-current monthly rate, plus any earned and due stock compensation, if applicable.
No Termination of this Agreement by the Company shall in any way affect the right of Consultant to receive, as a result of its services rendered, transactions consummated and introductions made its compensation including fees, securities or Warrants on any Transaction/s which result in the Company receiving financing, revenue or other benefits hereunder.
5.INDEPENDENT CONTRACTOR
The Consultant is an independent contractor and not an employee, agent, or partner of the Company. The Consultant shall be solely responsible for all taxes, withholdings, and statutory obligations arising from compensation paid under this Agreement.
6.GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-law principles.
7.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, written or oral, relating to the subject matter herein.
INWITNESS WHEREOF
The parties have executed this Agreement as of the Effective Date first written above.
| RAINMAKER WORLDWIDE INC. | |
|---|---|
| By: | |
| Name: | Michael<br> O’Connor |
| Title: | Chief<br> Executive Officer |
| Date: | January<br> 1, 2026 |
| SAGE STONE (CANADA) INC. | |
|---|---|
| By: | |
| Name: | James<br> Ross |
| Title: | Partner |
| Date: | January<br> 1, 2026 |
Exhibit 10.6
Amendment#4 to Consulting Agreement
This Amendment #4 to the Consulting Agreement (the “Amendment”) is made and entered into as of December 1, 2025, by and between Rainmaker Worldwide Inc. (the “Company”) (“RAKR”) and 2752128 Ontario Ltd. (“Consultant”).
RECITALS
WHEREAS, RAKR and the Consultant entered into a Consulting Agreement dated March 1, 2020, as amended by:
● Amendment #1 dated April 1, 2021;
● Amendment #2 dated July 1, 2022; and
● Amendment #3 dated June 1, 2023;
(collectively, the “Agreement”);
WHEREAS, the parties desire to reset compensation, extend the term, confirm outside work parameters, and establish termination compensation obligations;
NOW,THEREFORE, the parties agree as follows:
1.Compensation Adjustment.
Effective December 1, 2025, compensation shall be US$14,500 per month until the Company is able to pay market rates as determined by the Compensation Committee.
2.Term Extension.
The term of the Agreement, as amended, is extended five (5) years through December 1, 2030.
3.Termination Compensation.
If the Company terminates during the extended term, Consultant shall receive two (2) years of salary at the then-current rate plus any earned and due stock.
No Termination of this Agreement by the Company shall in any way affect the right of the Consultant to receive, as a result of its services rendered, its compensation including fees, securities or Warrants or other benefits hereunder.
4.Effect of Amendment.
All other provisions of the Agreement remain in effect and are ratified.
5.Governing Law.
Nevada law governs this Amendment.
INWITNESS WHEREOF, the parties have executed this Amendment #4 as of the date above.
| 2752128 Ontario Ltd. | Rainmaker Worldwide Inc. |
|---|---|
| Kelly<br>White | James<br> Ross |
| President | Audit<br>Chair |