RAKR 8-K
Rainmaker Worldwide Inc. (RAKR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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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 3.02 Unregistered Sales of Equity Securities
On April 24, 2025, the Company issued the following restricted shares of common stock as compensation:
| 1. | 3,000,000 to a consultant for services rendered. | |
| 2. | 3,000,000 to the Company’s Chief Executive Officer (CEO) for services rendered. | |
| 3. | 3,000,000 to the Company’s Vice President of Finance for services rendered. | |
| 4. | 400,000 to a consultant for services rendered. |
The shares were issued as restricted shares, subject to the restrictions set forth under Rule 144 of the Securities Act of 1933, as amended. These shares may not be sold, transferred, or otherwise disposed of until they are registered with the SEC or the restrictions are otherwise lifted in accordance with applicable securities laws.
The issuance of the shares does not involve any public offering and has been made solely to the specified individuals for services rendered.
The issuance of these shares was authorized by the Company’s Board of Directors on April 24, 2025.
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: April 28, 2025 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer | |