8-K

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): January 29, 2026

RAINMAKER

WORLDWIDE INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (702) 608-1990

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):

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

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. ☐

Item3.02 – 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.

Item9.01 – 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.