Rainmaker Worldwide Inc. 8-K

What Happened

• Rainmaker Worldwide Inc. announced that its Board adopted a 2026 Equity Incentive Plan on January 9, 2026, authorizing equity awards equal to 10% of the company’s issued and outstanding common shares on a fully diluted basis.
• On January 12, 2026, the company granted non-qualified stock options (NSOs) under the Plan to two entities affiliated with senior executives and to a company director, totaling 8,584,856 option shares.

Key Details

• Recipients and grant sizes:
  • Larchwood Management Partners Inc. (affiliated with CEO and Executive Chairman Michael O’Connor): 3,330,332 options
  • 2752128 Ontario Ltd. (affiliated with VP, Finance Kelly White): 3,330,332 options
  • James Ross (director): 1,924,192 options
• Exercise price and term: $0.0209 per share (OTC closing price on grant date); five-year term.
• Vesting and exercise mechanics: Options vest in equal monthly installments over 24 months, may be exercised for cash or by net exercise; vested options generally remain exercisable for six months after termination (unless terminated for cause).
• Change-in-control treatment: Executive officer options include accelerated vesting on a double-trigger change-in-control (change of control plus qualifying termination); director award acceleration requires Board approval.

Why It Matters

• Dilution and ownership: The Plan authorizes up to 10% of outstanding shares (fully diluted), and the January 12 grants alone total 8,584,856 options — a potentially material source of dilution if exercised.
• Alignment and compensation: These grants are a form of equity compensation intended to align executives’ and directors’ interests with shareholders and to retain management through a two-year vesting schedule.
• Financial impact: Exercise price equals market close on grant date, so the grants have immediate intrinsic value only if the market price rises above $0.0209; investors should watch for future option exercises and any related changes to share count or earnings per share.