Rainmaker Worldwide Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, disclosing its water technology operations, a fully impaired minority investment in RWI, and a new Master Distributor Agreement signed after fiscal year-end.

Key Highlights

  • Shares outstanding: The registrant reported 95,004,273 shares of common stock, par value $0.001 per share, outstanding as of November 4, 2026.
  • Non-affiliate market value: As of June 30, 2025, the aggregate market value of voting and non-voting common equity held by non-affiliates was approximately $2,172,838, based on a last sale price of $0.0737 per share.
  • RWI ownership reduced: Further dilution reduced the Company's ownership interest in RWI from 14.4% at December 31, 2024 to 11.67% at December 31, 2025.
  • Investment fully impaired: The Company fully impaired its investment in RWI in 2024; the investment remained recorded at zero at December 31, 2025.
  • New distributor agreement: Subsequent to fiscal year-end, the parties entered into a new Master Distributor Agreement dated April 30, 2026, granting RAKR exclusive direct-sales rights in the United States, with an initial five-year term.
  • Error correction noted: The filing indicates that the financial statements reflect the correction of an error to previously issued financial statements.

Rainmaker Worldwide's Fiscal 2025 Operations and Investment Status

Rainmaker Worldwide Inc., a Nevada corporation registered under Commission File Number 000-56311, describes itself in the filing as focused on commercializing decentralized water production, purification, and wastewater treatment solutions. According to the filing, the Company's product strategy centers on atmospheric water generation systems and water treatment technologies accessed through its relationship with Rainmaker Worldwide Inc. (Ontario), operating as Miranda Water Technologies, and other technology partners. The Company disclosed that it "has generated limited revenues and continues to focus on business development and project execution."

The filing details a series of ownership changes in RWI over recent years. The Company originally divested a 60% interest in RWI effective April 1, 2023, retaining 40%. Following a $400,000 investment on January 16, 2024, and a subsequent conversion of investment balances into additional common shares of RWI on December 31, 2024, the Company's interest stood at 14.4%. Further dilution brought that interest to 11.67% at December 31, 2025. The Company disclosed it fully impaired its RWI investment in 2024 due to RWI's financial condition at that time, with the investment remaining at zero as of December 31, 2025. The filing states the Company "has no decision-making rights in RWI and retains its contractual distribution rights for Miranda products."

After the close of the fiscal year, the Company and RWI entered into a new Master Distributor Agreement dated April 30, 2026, which superseded the prior June 1, 2024 agreement. The new agreement grants RAKR exclusive direct-sales rights in the United States, subject to limitations permitting other Miranda distributors to operate in the same territory, with an initial five-year term terminable by either party on 90 days' written notice. The filing also confirmed the registrant checked "Yes" to the indicator that financial statements reflect the correction of an error to previously issued financial statements. The common stock is registered pursuant to Section 12(g) of the Act; no exchange listing under Section 12(b) is reported in the filing.

What Was Disclosed

Rainmaker Worldwide filed its fiscal year 2025 Annual Report disclosing limited revenues, a fully impaired minority investment in RWI at 11.67% ownership, a post-fiscal-year Master Distributor Agreement for U.S. sales rights, and an error correction to previously issued financial statements.