Material Event (Form 8-K)

Item 8.01 - Other Events

Rainmaker Worldwide Inc. (the "Company") previously filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission (the "SEC") with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Form 10-K").

The Company is providing this update to inform investors that it did not file the 2025 Form 10-K within the extension period prescribed under Rule 12b-25. As a result, the Company is not in compliance with its periodic reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Company is evaluating its financial reporting requirements and available resources. At this time, the Company is unable to provide an estimated timeline for the completion and filing of the 2025 Form 10-K.

In addition, due to the circumstances described above, the Company may be unable to timely file its Quarterly Reports on Form 10-Q for subsequent periods. Accordingly, the Company expects that it may not remain current in its reporting obligations under the Exchange Act.

The Company is assessing the implications of these matters, including its status as a reporting company under the Exchange Act, and will provide updates as appropriate.

The Company remains committed to providing appropriate disclosures to investors as circumstances develop.

The Company's inability to complete its required filings is primarily attributable to internal resource limitations and ongoing evaluation of financial reporting processes. The Company intends to continue providing public disclosure through OTC Markets in accordance with applicable requirements. The Company is actively working to address these matters.