UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On January 13, 2026, Rainmaker Worldwide Inc. (the “Company”) entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Sphere 3D Corp. (the “Holder”).
The Settlement Agreement resolves all claims related to a debt obligation originally issued on October 1, 2020. As of December 25, 2025, the outstanding balance of the obligation totaled approximately $5.0 million, consisting of principal and accrued but unpaid interest. Pursuant to the Settlement Agreement, the Company agreed to satisfy the obligation through the payment of a cash settlement amount of $500,000, payable on or before February 27, 2026, subject to increases if payment is not made by such date. Interest on the original obligation ceased to accrue as of December 25, 2025.
If the Company satisfies the settlement payment terms, the settlement would resolve all claims related to such obligation and would represent a significant reduction relative to the aggregate outstanding balance of the original debt. The settlement remains subject to the Company’s timely satisfaction of the settlement conditions, and no assurance can be given that such conditions will be satisfied.
Upon the Company’s satisfaction of the settlement terms, the Holder will provide a full release of claims against the Company and its affiliates. The Company also provided a reciprocal release to the Holder upon execution of the Settlement Agreement. The Settlement Agreement contains customary representations, warranties, confidentiality provisions, and other standard terms.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Settlement Agreement and Mutual Release, dated January 13, 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 14, 2026 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer | |
Exhibit 10.1
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Certain identified information has been excluded from this exhibit pursuant to Item 601(a)(6) of Regulation S-K because it is both not material and the type that the registrant treats as private or confidential.
This Settlement Agreement and Mutual Release (this “Agreement”) is entered into as of January 13, 2026 (the “Effective Date”), by and between:
Rainmaker Worldwide Inc., a Nevada corporation, with its principal corporate address at 2510 East Sunset Road, Suite 5 #925, Las Vegas, Nevada (“RAKR” or the “Company”); and Sphere 3D Corp., an Ontario corporation (“Sphere” or the “Holder”).
RAKR and Holder may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, RAKR issued to Holder a certain debt obligation originally dated October 1, 2020, with an initial principal amount of $3,105,896.72 (the “Original Obligation”);
WHEREAS, as of the Effective Date, the Parties acknowledge that the outstanding balance of the Original Obligation consists of principal and accrued but unpaid interest (the “Outstanding Balance”);
WHEREAS, the Parties desire to fully and finally settle, compromise, and resolve the Outstanding Balance and any and all claims related thereto, upon the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the sufficiency of which is acknowledged, the Parties agree as follows:
1. Settlement Terms
(a) The Company agrees to pay Holder a cash settlement amount in U.S. dollars (the “Settlement Amount”) on or before February 27, 2026 (the “Settlement Date”), by wire transfer in immediately available funds to an account designated by Holder.
(b) If the Company does not pay the Settlement Amount in full by the Settlement Date, the Settlement Amount shall increase by an incremental amount for each month or portion thereof following the Settlement Date until the payment is made in full.
(c) As of December 25, 2025, interest on the Original Obligation ceased to accrue.
2. Release by Holder
Upon the Company’s full, timely, and complete satisfaction of the Settlement Terms, Holder hereby fully and irrevocably releases and forever discharges the Company and its affiliates, officers, directors, shareholders, employees, and agents from any and all claims, liabilities, causes of action, damages, or demands of any kind, whether known or unknown, arising out of or related to the Original Obligation, except for the Company’s obligations under this Agreement.
3. Release by the Company
Upon execution of this Agreement, the Company hereby fully and irrevocably releases and forever discharges Holder and its affiliates, officers, directors, shareholders, employees, and agents from any and all claims, liabilities, causes of action, damages, or demands of any kind, whether known or unknown, arising out of or related to the Original Obligation, except for Holder’s obligations under this Agreement.
4. No Admission of Liability
Nothing in this Agreement shall be construed as an admission of liability, wrongdoing, or breach by any Party.
5. Representations and Warranties
Each Party represents and warrants that:
(a) it is duly organized and in good standing under the laws of its jurisdiction of formation;
(b) it has full power and authority to enter into this Agreement and perform its obligations hereunder;
(c) this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms;
(d) no bankruptcy or insolvency proceeding is foreseeable that would impair this Agreement.
6. Confidentiality
Except as required by law, regulation, or securities filings, the Parties agree to maintain the confidentiality of this Agreement; provided, however, that disclosures may be made to legal counsel, auditors, and financial advisors.
7. Governing Law; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
8. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions or agreements.
9. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.
10. Notices
Notices shall be delivered electronically to the Parties.
11. Further Assurances
Each Party agrees to execute such further documents and take such actions as may reasonably be necessary to effectuate this Agreement.
IN WITNESS WHEREOF
The Parties have executed this Agreement as of the Effective Date.
| RAINMAKER WORLDWIDE INC. | SPHERE 3D CORP. | |||
| By: |
|
By: | ||
| Name: | Michael O’Connor | Name: | Kurt Kalbfleisch | |
| Title: | CEO | Title: | CEO | |