The late-filed 13D and O'Connor's recent resignation as CEO suggest potential insider-driven restructuring or asset extraction. Monitor for further insider selling, conversion of the note, or a going-private proposal. The company's cash constraints and unpaid liabilities make it vulnerable to control changes.
Price Chart
Executive Summary
Michael John O'Connor and his entity Larchwood Management Partners Inc. filed a belated Schedule 13D disclosing combined beneficial ownership of ~16.0% of Rainmaker Worldwide Inc. The filing reveals that O'Connor, who resigned as CEO in September 2026, has been accumulating shares since January 2025 through debt conversions and service compensation, and still holds a convertible note. The late filing and O'Connor's insider status raise governance concerns, but no specific activist demands are stated.
Key Financial Metrics
Key Facts
- Michael John O'Connor and Larchwood Management Partners Inc. collectively own ~16.0% of Rainmaker Worldwide, including 5,448,890 shares issuable upon conversion of a $137,301.99 convertible note.
- The Schedule 13D was filed after the applicable deadline; the initial filing obligation arose on January 2, 2025.
- O'Connor resigned as CEO and director of Rainmaker in September 2026, just days before this filing.
- The convertible note (December 31, 2025) bears 10% interest, matures December 31, 2026, and is convertible at $0.027 per share.
- O'Connor has sold shares in private transactions: 611,330 shares at $0.0347 (Aug 2025) and 1,000,000 shares at $0.03 (Dec 2025).
- The company recently terminated its consulting agreements with Larchwood and re-engaged them at lower rates ($2,500/month CEO, $1,000/month VP Finance), while carrying $508,827 in unpaid obligations.
Financial Impact
The convertible note represents $137,301.99 in principal plus accrued interest, convertible into ~5.4% of shares outstanding. No cash changed hands in the initial share issuances; the note was issued to restructure accounts payable.
Risk Factors
- Insider control at 16% with no stated activist plan could lead to self-dealing or value extraction.
- Convertible note overhang (~5.4% dilution) at a low conversion price ($0.027) pressures the stock.
- Late filing indicates poor governance; SEC or shareholder litigation possible.
- Company's unpaid obligations ($508,827) and minimal cash flow raise going-concern risk.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D Filing (Primary) | 0001493152-26-043321 |
| Document: 0001493152-26-043321-index-headers.html | 0001493152-26-043321 |
| Document: 0001493152-26-043321-index.html | 0001493152-26-043321 |
| Document: 0001493152-26-043321.txt | 0001493152-26-043321 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | 3 | $0.000300 | awaiting T+20 | — | $0.000300 (+0.00%) |
Oct 22, 2026 5d ago | SC 13D/A | $0.000300 | awaiting T+20 | — | $0.000300 (+0.00%) |
Oct 22, 2026 5d ago | 3/A | $0.000300 | awaiting T+20 | — | $0.000300 (+0.00%) |
Oct 8, 2026 19d 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%) |
US Market Status
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