Rainmaker Worldwide Inc. filed a Current Report on Form 8-K dated April 22, 2026, disclosing the mutual termination of two consulting agreements effective April 30, 2026. The company terminated its agreement with Larchwood Management Partners Inc., which provided executive and management services, and its agreement with 2752128 Ontario Ltd., which provided finance, accounting, and corporate administration services. These terminations were part of a restructuring of management arrangements and associated costs, with the company stating the actions were not intended to constitute a cessation of business.
Under the Mutual Termination Agreements, Rainmaker retains obligations for amounts earned, accrued, or payable through April 30, 2026. Rainmaker’s obligations to Larchwood as of that date total C$26,181.93 and US$248,921.61. Obligations to 2752128 total C$7,033.18 and US$259,905.92. These amounts include unpaid fees, reimbursable expenses, outstanding convertible promissory notes, and accrued interest. Interest of 10% per annum will accrue on the unpaid balances starting May 1, 2026.
Effective May 1, 2026, Rainmaker entered into new interim service agreements with both entities. Larchwood will provide the services of Michael O’Connor as Interim Chief Executive Officer, who will also continue as Interim Chief Financial Officer. The Interim CEO Services Agreement provides for compensation of US$2,500 per month plus expenses. 2752128 will provide the services of Kelly White as Interim Vice President of Finance. The Interim VP Finance Services Agreement provides for compensation of US$1,000 per month plus expenses. Both interim agreements remain in effect until a permanent replacement is appointed or until terminated by written notice.
The report also details the resignation of James Ross from the Board of Directors effective April 22, 2026, which was not the result of a disagreement. In connection with his resignation, Mr. Ross forfeited unvested portions of a non-qualified stock option granted on January 12, 2026, to purchase 1,924,192 shares at $0.0209 per share. Additionally, Mr. Ross voluntarily surrendered all vested and outstanding portions of the option and waived the six-month post-termination exercise period. The company also confirmed the forfeiture of unvested portions of stock options granted to Larchwood and 2752128 on January 12, 2026, to purchase 3,330,332 shares each at $0.0209 per share.
