Opening the filing
8-K
Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement.
Effective September 10, 2026, Rainmaker Worldwide Inc. (the “Company”) and Larchwood Management Partners Inc. (“Larchwood”)
entered into a Termination of Interim CEO Services Agreement (the “Termination Agreement”) pursuant to which the parties mutually terminated the Interim Chief Executive Officer Services Agreement made as of April 30, 2026 and effective May 1, 2026 (the “Interim CEO Agreement”).
Pursuant to the Interim CEO Agreement, Larchwood provided the services of Michael O’Connor as Interim Chief Executive Officer of the Company.
Mr. O’Connor, who was then the Company’s sole director and principal executive officer, is also the President of Larchwood.
The Termination Agreement terminated the Interim CEO Agreement effective September 10, 2026. The parties waived any notice period that might otherwise have applied to termination by Larchwood, and no further monthly service fees accrue under the Interim CEO Agreement after the termination date.
Schedule A to the Termination Agreement establishes final amounts accrued under the Interim CEO Agreement through September 10, 2026 consisting of US$10,833.33 of service fees and C$139.41 of approved unreimbursed business expenses. The Termination Agreement provides that interest will accrue at a rate of 10% per annum on the unpaid balance beginning September 11, 2026 and continuing until paid in full.
Upon payment in full of the amount outstanding under Schedule A, the parties will provide a limited mutual release of claims for additional compensation, fees and expenses arising solely under the Interim CEO Agreement through the termination date, subject to the surviving obligations and other exceptions set forth in the Termination Agreement. The Termination Agreement does not provide for an early termination penalty.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Michael O’Connor
Effective September 10, 2026, immediately following the effectiveness of the appointments of Ryan D. Moore and Michael A. Skinner to the Company’s Board of Directors (the “Board”), Michael O’Connor resigned as a director of the Company, Chairman of the Board, Interim Chief Executive Officer and principal executive officer of the Company.
In his written resignation, Mr. O’Connor stated that health concerns prevented him from continuing to champion the objectives of the Company on a day-to-day basis. Mr. O’Connor agreed to cooperate in the orderly transition of his responsibilities and the transfer of Company records, property, credentials and other materials in his possession or control.
No successor Chairman of the Board was appointed.
Appointment of Ryan D. Moore and Michael A. Skinner as Directors On September 10, 2026, prior to Mr. O’Connor’s resignation, Mr. O’Connor, then serving as the Company’s sole director, increased the authorized number of directors from one to three and appointed Ryan D. Moore and Michael A. Skinner to fill the resulting vacancies. Their appointments became effective following the full execution and delivery of the Termination Agreement with Larchwood and the delivery by each of Mr. Moore and Mr. Skinner of his written consent to serve as a director.
In anticipation of the leadership transition, Mr. O’Connor consulted with the holders of the Company’s Series A Preferred Stock, including Viva Industries Inc., MAS Capital Inc., Kawartha Entertainment Group Inc. and 1001336241 Ontario Inc., regarding potential director candidates. Those holders participated in identifying and recommending candidates, and Mr. Moore and Mr. Skinner were recommended through that process. The formal appointments of Mr. Moore and Mr. Skinner were made by Mr. O’Connor in his capacity as the Company’s sole director.
Following Mr. O’Connor’s resignation, the Board consists of Mr. Moore and Mr. Skinner, with one remaining vacancy.
As of the date of this report, no Board committee assignments have been made for Mr. Moore or Mr. Skinner and no compensatory plan, contract or arrangement has been entered into, and no equity or other award has been granted, to either Mr. Moore or Mr. Skinner in connection with his appointment to the Board.
Appointment of Officers
Following Mr. O’Connor’s resignation, the Board appointed Michael A. Skinner as President and Treasurer of the Company and Ryan D.
Moore as Secretary of the Company, in each case effective September 10, 2026. The Board further designated the President to serve as the Company’s principal executive officer.
Michael A. Skinner, age 50, currently serves as President and Chief Executive Officer of Rainmaker Worldwide Inc., a Canadian corporation incorporated under the laws of Ontario and operating as Miranda Water Technologies, and Miranda Çevre ve Su Arıtma Teknolojileri Enerji ve Tabi Kaynaklar Mühendislik Müşavirlik İnşaat İmalat ve Ticaret Anonim Şirketi, a Turkish corporation. The two companies operate under the Miranda Water Technologies brand (“Miranda”) and provide water treatment, wastewater treatment and water-reuse technologies. Mr. Skinner has more than two decades of experience in water technology, innovation, investment and business development.
During the past five years, Mr. Skinner has held several executive, governance and investment-related positions. He served as Managing Partner of Viva Industries Inc. from January 2023 to September 2024 and was appointed President and Chief Executive Officer of the companies operating under the Miranda Water Technologies brand in January 2024. From 2016 to February 2023, he served as Chief Executive Officer of the Innovation Cluster–Peterborough and the Kawarthas. From 2017 to September 2022, he served as Chair of Fleming College’s Centre for Advancement of Water and Wastewater Technologies, a publicly funded Technology Access Centre focused on the applied research, testing, validation and commercialization of water and wastewater technologies. From July 2021 to 2025, Mr. Skinner also served as a member of the Investor Review Committee of the Southern Ontario Fund for Investment in Innovation, which provides financing to innovative small and medium-sized businesses throughout Southern Ontario.