The activist SC 13D filings within the past 5 days, combined with this management restructuring on a shoestring budget and explicit cash-deferral language, suggest the company is in a precarious financial position. Watch for the overdue 2025 10-K and Q1-Q3 2026 10-Qs, which the VP Finance agreement prioritizes as 'Remediation Reports' — any further delays or auditor issues would be highly negative.
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Executive Summary
Rainmaker Worldwide entered into two interim service agreements effective September 22, 2026: a VP Finance agreement with 2752128 Ontario Ltd. (Kelly White) at $2,500/month and a Strategic Management agreement with Miranda Water Technologies (Michael Skinner, Ryan Moore, Catia Skinner) at $1,500/month, both running through December 31, 2026. The agreements formalize a management transition and financial-reporting remediation effort, with compensation deferrable if cash is unavailable. This filing follows recent activist SC 13D filings and a prior restructuring that terminated prior consulting agreements and recorded $508,827 in unpaid obligations, signaling a cash-constrained company restructuring management on a minimal budget.
Key Facts
- VP Finance agreement with 2752128 Ontario Ltd. at $2,500/month ($8,250 total through Dec 31, 2026), with compensation deferrable if cash insufficient.
- Strategic Management agreement with Miranda Water Technologies at $1,500/month ($4,950 total through Dec 31, 2026), with compensation deferrable if cash insufficient.
- Both agreements are temporary through Dec 31, 2026, focused on management transition and financial-reporting remediation.
- Agreements follow recent activist SC 13D filings (Sept 18, 21) and a prior 8-K (Sept 14) that terminated prior consulting agreements and recorded $508,827 in unpaid obligations.
- Kelly White (director, Treasurer, PFO, PAO) provides VP Finance services; Michael Skinner (President, CEO) and Ryan Moore (Secretary) provide strategic services through Miranda.
- Compensation deferral provisions explicitly acknowledge the company may lack cash to pay when earned.
Financial Impact
Total compensation under both agreements is $13,200 if fully paid through Dec 31, 2026, but deferral provisions indicate cash constraints. The prior filing recorded $508,827 in unpaid obligations to related parties.
Risk Factors
- Cash constraints may prevent payment of even these minimal fees, leading to further accrued liabilities.
- Activist pressure from recent SC 13D filings could force a sale or other strategic action.
- Failure to complete the overdue 2025 10-K and 2026 quarterly reports could lead to SEC enforcement or delisting.
- Related-party nature of both agreements (Skinner, Moore, White all have multiple roles) raises governance concerns.
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-043885 |
| Exhibit: ex10-2.htm | 0001493152-26-043885 |
| Document: form8-k.htm | 0001493152-26-043885 |
| Document: 0001493152-26-043885-index-headers.html | 0001493152-26-043885 |
| Document: 0001493152-26-043885-index.html | 0001493152-26-043885 |
| Document: 0001493152-26-043885.txt | 0001493152-26-043885 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | SC 13D/A | $0.000300 | awaiting T+20 | — | $0.000300 (+0.00%) |
Oct 22, 2026 4d ago | 3/A | $0.000300 | awaiting T+20 | — | $0.000300 (+0.00%) |
Oct 8, 2026 18d ago | SC 13D/A | $0.000200 | awaiting T+20 | — | $0.000300 (−50.00%) |
Sep 23, 2026 4w ago | 8-K | $0.006000 $0.000500 | ▲ +91.67% | ▲ +92.35% | $0.000300 (+95.00%) |
Sep 21, 2026 5w ago | SC 13D/A | $0.006000 $0.000500 | ▼ −91.67% | ▼ −91.11% | $0.000300 (−95.00%) |
Sep 21, 2026 5w ago | 8-K | $0.006000 $0.000500 | ▼ −91.67% | ▼ −91.11% | $0.000300 (−95.00%) |
Sep 21, 2026 5w ago | SC 13D | $0.006000 $0.000500 | ▼ −91.67% | ▼ −90.76% | $0.000300 (−95.00%) |
Sep 18, 2026 5w ago | SC 13D | $0.006000 $0.000500 | ▲ +91.67% | ▲ +91.87% | $0.000300 (+95.00%) |
Sep 14, 2026 6w ago | 8-K | $0.000400 $0.000100 | ▲ +75.00% | ▲ +77.52% | $0.000300 (+25.00%) |
Sep 3, 2026 7w ago | 8-K | $0.000300 $0.000200 | ▲ +33.33% | ▲ +33.12% | $0.000300 (−0.00%) |
US Market Status
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