This amendment is a technical correction with no new trading activity or change in intent. However, the flurry of recent filings—including board appointments and management restructuring—signals the activist group is tightening control. Monitor for further 13D amendments or 8-Ks related to board composition or strategic changes.
Price Chart
Executive Summary
Michael John O'Connor and Larchwood Management Partners Inc. filed Amendment No. 1 to their Schedule 13D to correct the omission of 264,000 shares issuable upon exercise of Mr. O'Connor's January 2024 stock option from beneficial ownership calculations. The amendment increases Mr. O'Connor's deemed beneficial ownership to 16,319,992 shares (16.2%) and Larchwood's to 5,448,890 shares (5.4%). This is a technical correction filed after the deadline, not a change in position or intent, but it comes amid a flurry of recent filings—including board changes and management restructuring—suggesting the activist group is consolidating control.
Key Financial Metrics
Key Facts
- Amendment corrects omission of 264,000 shares from a fully vested January 8, 2024 stock option (exercise price $0.0347/share, expires January 8, 2029).
- Michael John O'Connor now deemed to beneficially own 16,319,992 shares (16.2%), including 10,607,102 held directly, 5,448,890 shares issuable upon conversion of Larchwood's convertible note, and 264,000 option shares.
- Larchwood Management Partners Inc. deemed to beneficially own 5,448,890 shares (5.4%) issuable upon conversion of its $137,301.99 convertible promissory note (conversion price $0.027/share).
- Filing was made after the applicable deadline; initial filing obligation arose January 2, 2025.
- Mr. O'Connor resigned as CEO and director of Rainmaker Worldwide in September 2026.
- No transactions in the common stock were effected by either reporting person during the 60 days preceding September 18, 2026.
Financial Impact
No new financial impact; the amendment corrects a prior omission and does not change the aggregate beneficial ownership or economic exposure.
Risk Factors
- Late filing may attract SEC scrutiny or penalties.
- The activist group's control position (16.2%) combined with recent board changes could lead to governance conflicts or further management turnover.
- The company's cash-constrained position (unpaid obligations of $508,827) and reliance on convertible debt create dilution risk.
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D/A Filing (Primary) | 0001493152-26-043601 |
| Document: 0001493152-26-043601-index.html | 0001493152-26-043601 |
| Document: 0001493152-26-043601.txt | 0001493152-26-043601 |
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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