UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities
On June 16, 2025, Rainmaker Worldwide Inc. (the “Company”) issued an aggregate of 2,297,467 shares of its common stock to a holder of its Series A Preferred Stock upon the voluntary conversion of 33,462 Series A Preferred Shares. The Series A Preferred Shares were convertible at a fixed price of $0.015 per share of common stock, in accordance with the terms set forth in the Certificate of Designation.
Immediately prior to the conversion, there were 150,000 Series A Preferred Shares outstanding. Following the conversion, 115,538 Series A Preferred Shares remained outstanding. The issuance of common shares increased the Company’s total common shares outstanding from 58,835,595 to 61,113,062.
Subsequently, on June 17, 2025, the Company issued 430,000 additional Series A Preferred Shares to the same shareholder in a private placement transaction. The issuance was made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. No general solicitation was used and the investor is an accredited investor as defined under Rule 501(a) of Regulation D.
Following this issuance, the total number of Series A Preferred Shares outstanding is 545,538.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| RAINMAKER WORLDWIDE INC. | ||
| Dated: June 20, 2025 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer | |