Rainmaker Worldwide Inc. 8-K

What Happened
Rainmaker Worldwide Inc. filed an 8-K reporting that on December 31, 2025 it entered into three convertible promissory notes totaling $364,190.07 with existing shareholders and affiliates to restructure outstanding trade accounts payable. Each note carries 10% annual interest, matures one year from issuance (Dec 31, 2026), and is convertible at the holder’s election into common stock at a fixed price of $0.027 per share (the 30‑day VWAP as of issuance). The notes were issued on a non‑cash basis and did not result in the issuance of equity at inception. The Company also executed amendments to consulting agreements with Larchwood Management Partners Inc. and 2752128 Ontario Ltd. (Dec 31, 2025) and entered a new consulting agreement with Sage Stone (Canada) Inc. (Jan 1, 2026); none of these agreements issued equity.

Key Details

• Total principal restructured: $163,888.08 + $137,301.99 + $63,000.00 = $364,190.07.
• Interest and term: 10% per annum; maturity one year from issuance (Dec 31, 2026).
• Conversion: holder election to convert principal and accrued interest into common stock at $0.027/share (no discount, fixed price); full principal converts into roughly 13.49 million shares (accrued interest would add to potential shares).
• Change in control provision: upon a defined change in control, holders may elect conversion into shares or cash repayment of principal and accrued interest.

Why It Matters
For investors, the transactions reduce the company’s immediate cash obligations by converting trade payables into debt, delaying cash outflows for up to one year while accruing 10% interest. However, if holders elect conversion, the notes could create meaningful dilution (approximately 13.5 million shares for principal alone at $0.027/share, plus more if interest converts). There was no equity issued at signing, and the consulting amendments/new agreement did not involve stock grants. These are financing and vendor-relationship moves that affect the company’s short‑term liquidity and potential future share count.