Rainmaker Worldwide Inc. 8-K

What Happened

• Rainmaker Worldwide Inc. announced it entered into a Settlement Agreement and Mutual Release with Sphere 3D Corp. to resolve all claims tied to a debt instrument originally issued on October 1, 2020.
• As of December 25, 2025, the aggregate outstanding balance on that obligation was about $5.0 million (principal plus accrued unpaid interest). Under the Settlement Agreement (dated January 13, 2026), Rainmaker agreed to satisfy the obligation by paying $500,000 in cash on or before February 27, 2026. Interest on the original obligation stopped accruing as of December 25, 2025. The agreement provides for a full release of claims by the Holder upon satisfaction of the settlement terms; Rainmaker already provided a reciprocal release upon execution.

Key Details

• Outstanding balance as of Dec 25, 2025: approximately $5.0 million (principal + accrued unpaid interest).
• Agreed cash settlement: $500,000, payable on or before February 27, 2026 (subject to increases if not paid by that date).
• Interest ceased to accrue on the original obligation as of Dec 25, 2025.
• Settlement Agreement dated Jan 13, 2026 is filed as Exhibit 10.1 to the Form 8-K; the settlement is conditioned on timely satisfaction of its terms.

Why It Matters

• If Rainmaker timely pays the $500,000 and meets the settlement conditions, the company would eliminate claims tied to an obligation that had an outstanding balance of about $5.0 million, representing a substantial reduction in that specific liability.
• The benefit depends entirely on Rainmaker’s ability to make the settlement payment by the deadline; the agreement is not effective unless the company satisfies the settlement conditions, and the filing cautions there is no assurance those conditions will be met.
• Investors should watch for follow-up disclosures showing whether the payment was made (and any cash or financing used), since the outcome affects reported liabilities and potential cash outflows.