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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 9, 2025

 

RAINMAKER WORLDWIDE INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-56311   82-4346844

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2510 East Sunset Road, Suite 5 #925 Las Vegas, Nevada   89120
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (877) 334-3820

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 9, 2025, the Company filed with the Secretary of State of the State of Nevada, an amendment to the Certificate of Designation of its Series A Preferred Stock to increase the number of authorized shares of Series A Preferred Stock from 150,000 to 600,000 shares as approved by the Board of Directors of Rainmaker Worldwide Inc. on April 24, 2025. The amendment became effective upon filing.

 

The amendment does not otherwise alter the rights, preferences, or privileges of the Series A Preferred Stock as previously designated.

 

A copy of the Amended Certificate of Designation is filed herewith as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
3.1   Amended Certificate of Designation of Series A Preferred Stock, filed with the Nevada Secretary of State on May 9, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document

 

 

 

 

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: May 15, 2025 By: /s/ Michael O’Connor
  Name: Michael O’Connor
  Title: President, Chief Executive Officer and Interim Chief Financial Officer