8-K: Rainmaker Worldwide Inc. CEO Resigns, New Directors Appointed

Rainmaker Worldwide Inc. announced the resignation of its Interim CEO, Michael O'Connor, due to health concerns, alongside the appointment of two new directors and officers.

Summary

• Rainmaker Worldwide Inc. has terminated its Interim CEO Services Agreement with Larchwood Management Partners Inc., effective September 10, 2026.
• Michael O'Connor resigned as Director, Chairman, Interim CEO, and principal executive officer on September 10, 2026, citing health concerns.
• Ryan D. Moore and Michael A. Skinner were appointed as new directors on September 10, 2026.
• Following O'Connor's resignation, Michael A. Skinner was appointed President and Treasurer, and Ryan D. Moore was appointed Secretary, with Skinner designated as the principal executive officer.
• The company has an existing commercial relationship with Miranda Water Technologies, where Skinner and Moore hold significant ownership and management roles.
• Final amounts accrued under the Interim CEO Agreement include US$10,833.33 in service fees and C$139.41 in unreimbursed expenses, with 10% annual interest on unpaid balances.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative development, primarily due to the termination of the interim CEO and the associated costs, although the appointment of new leadership suggests a path forward.

Positives

• Appointment of new directors, Ryan D. Moore and Michael A. Skinner, to the Board.
• Appointment of Michael A. Skinner as President and Treasurer, and Ryan D. Moore as Secretary, establishing new leadership.
• Michael A. Skinner brings over two decades of experience in water technology, innovation, investment, and business development.
• The new directors were recommended by holders of the Company's Series A Preferred Stock, indicating stakeholder involvement.
• The termination agreement with the interim CEO was mutually agreed upon, waiving notice periods and avoiding early termination penalties.

Negatives

• Resignation of the Interim CEO, Michael O'Connor, due to health concerns.
• Accrued service fees of US$10,833.33 and unreimbursed expenses of C$139.41 are due to Larchwood Management Partners Inc.
• Interest at 10% per annum will accrue on the unpaid balance starting September 11, 2026.
• The company's Board of Directors is currently composed of two members with one vacancy remaining.
• No compensatory plans, contracts, or awards have been entered into for the newly appointed directors as of the filing date.

Risks

• The health concerns of the former CEO may indicate underlying issues or impact his ability to contribute in other capacities.
• Potential for disputes or further claims related to the final settlement with Larchwood Management Partners Inc.
• The transition to new leadership may involve a period of adjustment and potential disruption to operations.
• The company's reliance on related-party transactions with Miranda Water Technologies, where new officers have significant interests, could present conflicts of interest or governance concerns.

Future Outlook

No specific forward-looking statements or guidance were provided in this filing. The focus is on leadership changes and agreement terminations.

Management Comments

• Michael O'Connor stated in his resignation that health concerns prevented him from continuing to champion the objectives of the Company on a day-to-day basis.
• Michael A. Skinner has more than two decades of experience in water technology, innovation, investment and business development.
• The Board may consider appropriate executive compensation arrangements at a later date for the newly appointed officers.

Industry Context

StockSavvy.ai notes that leadership transitions are common in companies undergoing strategic shifts or facing operational challenges. The focus on water technology by the new leadership aligns with growing global demand for sustainable water solutions.

Management Changes

Corporate Governance

Related Party Transactions

• The Company is the exclusive United States distributor of products from Miranda Water Technologies (Miranda Canada).
• The Company purchased an Air-to-Water system and a reverse osmosis system from Miranda Canada for US$126,410.64 on September 30, 2025, with approximately US$82,000 remaining payable.
• Michael A. Skinner and Ryan D. Moore have direct or indirect material interests in the Company's transactions with Miranda Canada due to their ownership and management roles in Miranda Canada.

Stakeholder Impact

• Shareholders: The leadership changes may signal a new direction for the company, potentially impacting future performance and share value. The termination costs and ongoing related-party transactions are factors to monitor.
• Creditors: The outstanding payment to Miranda Canada and the settlement with Larchwood Management Partners Inc. are relevant to the company's short-term liquidity.
• Employees: The transition in executive leadership could lead to changes in company strategy and operational focus.

Next Steps

• Payment in full of the outstanding amount under Schedule A of the Termination Agreement.
• Potential consideration of executive compensation arrangements for new officers by the Board at a later date.
• The Board consists of two directors with one vacancy, implying potential future board expansion.

Key Dates

Recommendation

The filing details significant leadership changes, including the resignation of the interim CEO and the appointment of new directors and officers. While the new leadership brings relevant experience, the termination costs and ongoing related-party transactions warrant a cautious 'hold' approach until the new management team demonstrates a clear strategic direction and operational improvements.

Keywords

CEO resignation, Board appointment, Interim CEO, Director resignation, Officer appointment, Termination agreement, Nevada, Water technology