UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 – Unregistered Sales of Equity Securities
On January 26, 2026, Rainmaker Worldwide Inc. (the “Company”) issued 1,249,178 shares of its common stock upon the conversion of two outstanding convertible promissory notes previously issued by the Company.
The two notes had an aggregate principal balance of $36,000 (comprised of two notes in the principal amount of $18,000 each), plus $7,378 of accrued and unpaid interest (comprised of $3,689 per note), for total converted indebtedness of $43,378. The notes were converted at a fixed conversion price of $0.034725 per share, in accordance with their respective terms.
Following the issuance, the Company has 85,048,906 shares of common stock outstanding.
The shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the securities were exchanged by the Company with existing security holders exclusively and no commission or other remuneration was paid for soliciting the exchange.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
None.
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: January 29, 2026 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer | |