SCHEDULE: Rainmaker Worldwide Inc. Share Sale Disclosed

Michael O'Connor has disclosed the sale of 8.25 million shares of Rainmaker Worldwide Inc. common stock across three private transactions between September 29 and October 7, 2026, at varying prices.

Summary

• Michael O'Connor, through his company Larchwood Management Partners Inc. and directly, has disclosed beneficial ownership of 8,097,856 shares of Rainmaker Worldwide Inc. (RAKR) common stock as of October 8, 2026, representing approximately 8.0% of the class.
• This disclosure is an amendment to a Schedule 13D filing, updating information as of October 8, 2026.
• During the 60 days prior to October 8, 2026, Mr. O'Connor sold an aggregate of 8,250,000 shares of common stock in three private transactions.
• These sales included 1,000,000 shares to Leopoldo Morones Fonseca for $0.03 per share ($30,000 total), 3,750,000 shares to Terry Planton for $0.0125 per share ($46,875 total), and 3,500,000 shares to Frontrunner for $0.005 per share ($17,500 total).
• Larchwood Management Partners Inc. holds a convertible promissory note issued on December 31, 2025, with a principal amount of $137,301.99, convertible into common stock at $0.027 per share.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a low score due to the significant discount at which shares are being sold, indicating potential distress or a need for immediate liquidity by the seller, and the low purchase price per share.

Positives

• The seller, Michael O'Connor, has successfully divested a significant number of shares, potentially freeing up capital.
• The transactions were conducted as private sales, avoiding immediate public market impact.
• The convertible note held by Larchwood Management Partners Inc. is convertible into common stock, offering potential future equity.

Negatives

• The sale prices for the shares are significantly below the conversion price of the convertible note ($0.03, $0.0125, and $0.005 per share compared to $0.027).
• The low sale prices suggest a potential need for liquidity by the seller or a distressed sale.
• The aggregate sale of 8.25 million shares represents a substantial portion of Mr. O'Connor's disclosed holdings.

Risks

• The low sale prices could indicate underlying issues with the company's valuation or future prospects, potentially impacting investor confidence.
• The significant volume of shares sold by a major holder could signal a lack of confidence in the company's short-term performance.
• The company's common stock is traded over-the-counter (OTC), which typically involves lower liquidity and higher volatility compared to major exchanges.

Future Outlook

The Reporting Persons may from time to time review their investment in the Issuer and, depending on market conditions, the Issuer's business and prospects, availability of funds, legal and regulatory considerations and other factors deemed relevant, may acquire additional securities, dispose of securities, convert outstanding convertible securities, exercise outstanding options, or otherwise change their investment. No other specific future plans or proposals are currently disclosed.

Management Comments

• Michael John O'Connor previously served as Chief Executive Officer and a director of Rainmaker Worldwide Inc. and resigned from those positions in September 2026.
• Mr. O'Connor is the sole officer and director of Larchwood Management Partners Inc., an Ontario corporation providing management and consulting services, and serves as its President.
• Mr. O'Connor is also the controlling person of Larchwood.

Industry Context

StockSavvy.ai notes that the sale of shares at significantly discounted prices, especially by a former executive and significant shareholder, can be a bearish signal for a company, particularly one trading on an OTC market. The low prices may reflect either a lack of confidence in the company's immediate future or a pressing need for liquidity by the seller.

Related Party Transactions

• Michael O'Connor, as the seller in three private share purchase agreements, is transacting with individuals and entities (Leopoldo Morones Fonseca, Terry Planton, Frontrunner).
• Michael O'Connor is the sole officer and director of Larchwood Management Partners Inc., which holds a convertible promissory note from Rainmaker Worldwide Inc. The shares issuable from this note are included in Mr. O'Connor's beneficial ownership.

Stakeholder Impact

• Shareholders may be concerned by the low sale prices of a significant block of shares, potentially indicating negative sentiment or financial pressure on the company.
• Creditors holding the convertible promissory note may be evaluating the company's ability to meet its obligations, especially if the stock price remains below the conversion price.

Next Steps

• The Reporting Persons may continue to review their investment and potentially acquire or dispose of additional securities.
• The convertible promissory note matures on December 31, 2026, at which point it will either be converted or repaid.

Key Dates

Recommendation

The filing details significant share sales by a former executive at low prices, which is a negative indicator. However, the core business operations and future outlook are not detailed in this specific filing, making a definitive sell recommendation premature. A hold allows for further monitoring of the company's performance and any subsequent disclosures.

Keywords

Share Purchase Agreement, Schedule 13D, Beneficial Ownership, Convertible Promissory Note, Private Sale, Common Stock, SEC Filing, Rainmaker Worldwide Inc.