The filing is a late disclosure of an already-existing insider position, not a new activist campaign. Watch for potential conversion of the $163,888 note (6.5% dilution at current share count) and any further insider sales or gifts. The company's cash position and ability to service its $508,827 in unpaid obligations are key near-term risks.
Price Chart
Executive Summary
Kelly Michelle White and her wholly-owned entity 2752128 Ontario Ltd. filed a belated Schedule 13D disclosing aggregate beneficial ownership of 16.9% of Rainmaker Worldwide Inc. The filing reveals that White's stake was accumulated through debt conversions and service compensation since early 2025, and that she holds a $163,888 convertible note and a 100,000-share option. The filing is largely a disclosure catch-up with no stated activist demands, but the late filing and the company's recent management restructuring on a shoestring budget signal a cash-constrained issuer with insider control.
Key Financial Metrics
Key Facts
- Kelly Michelle White and 2752128 Ontario Ltd. collectively own 16.9% of Rainmaker Worldwide Inc. (17,123,475 shares on a diluted basis).
- The stake was accumulated through conversion of debt (11,665,694 shares on Jan 2, 2025), service compensation (3,000,000 shares on Apr 24, 2025), and a $163,888 convertible note issued Dec 31, 2025.
- The Schedule 13D was filed after the applicable deadline; the initial filing obligation arose on January 2, 2025.
- White transferred 14,665,694 shares from 2752128 Ontario Ltd. to herself personally on July 17, 2025 for no cash consideration.
- White sold 300,000 shares at $0.0569/share on Sep 25, 2025 and gifted 4,000,000 shares in Oct 2025 and Jan 2026.
- A proposed sale of 837,997 shares on Form 144 in Jan 2026 was not consummated.
- The convertible note ($163,888 principal, 10% interest, matures Dec 31, 2026) is convertible at $0.027/share, yielding 6,508,959 shares.
- 2752128 Ontario Ltd. holds a fully vested option for 100,000 shares at $0.0347/share, expiring July 1, 2027.
- The company's 8-K filed Sep 14, 2026 shows management restructuring with $508,827 in unpaid obligations to related parties.
Financial Impact
No new capital raised or deployed. The filing discloses existing insider ownership and a $163,888 convertible note. The company has $508,827 in unpaid obligations to related parties per the Sep 14 8-K.
Risk Factors
- Late filing suggests weak disclosure controls; potential SEC scrutiny or enforcement.
- Insider control at 16.9% with a history of share gifts and sales raises governance concerns.
- Convertible note maturity Dec 31, 2026 could lead to further dilution or default.
- Company is cash-constrained with $508,827 in unpaid related-party obligations.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D Filing (Primary) | 0001493152-26-043552 |
| Document: 0001493152-26-043552-index-headers.html | 0001493152-26-043552 |
| Document: 0001493152-26-043552-index.html | 0001493152-26-043552 |
| Document: 0001493152-26-043552.txt | 0001493152-26-043552 |
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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