Rainmaker Worldwide Inc PRE 14A, filed May 24, 2022

Rainmaker Worldwide Inc. (RAKR)

PRE 14A 2022-05-24 For: 2022-05-24

View Original

Added on October 17, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under Rule 14a-12

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

☐	Fee paid previously with preliminary materials:

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:

	2)	Form, Schedule or Registration Statement No.:

	3)	Filing Party:

	4)	Date Filed:

	Copies to:
	Arthur Marcus, Esq.
	Sichenzia Ross Ference, LLP
	1185 Avenue of the Americas
	New York, NY 10036
	Tel: (212)-930-9700

	Cordially,

	RAINMAKER WORLDWIDE INC.

	Michael O’Connor
	Chairman and Chief Executive Officer

Name:	Michael O’Connor
Title:	Chairman and Chief Executive Officer

PROXY SOLICITATION AND GENERAL INFORMATION	5

QUESTIONS AND ANSWERS	5

PROPOSAL TO APPROVE INCREASE AUTHORIZED CAPITAL AND ESTABLISHMENT OF PREFERRED STOCK	9

Description of the Proposed Change in Authorized Capital	9
Reasons for the Change in Authorized Capital	9
Consequences of the Change in Authorized Capital	9
Required Stockholder Vote and Recommendation of Our Board of Directors	9

BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS	10

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	10

WHERE YOU CAN FIND MORE INFORMATION	10

Q1:	Why am I receiving this proxy statement?

A1:	These proxy materials describe the proposal the Company would like you to vote in the affirmative and to give you information on the proposal so that you can make an informed decision. We are furnishing our proxy materials to all stockholders of record entitled to vote at the Special Meeting. As a stockholder, you are invited to attend the virtual Special Meeting and are entitled and requested to vote on the proposal described in this proxy statement.

Q2:	When and where is the Special Meeting?

A2:	The Meeting will take place on June 29, 2022, starting at 12:00 pm, EDT. Given the standard nature of the proposal, we have allotted 30 minutes for the meeting which will end at 12:30pm, EDT. You may attend the virtual Special Meeting by registering via this https://audience.mysequire.com/webinar-view?webinar_id=cd01eb30-f9f1-4505-9fad-46fd1202e34f. To vote your shares, login to https://ipst.pacificstocktransfer.com/pxlogin/ with your control number that is included on your Proxy Card any time after June 6, 2022. Shareholders will be able to listen to the meeting, from their home or from any location via dial-in or internet connection through the https://audience.mysequire.com/webinar-view?webinar_id=cd01eb30-f9f1-4505-9fad-46fd1202e34f.

Q3:	Who is entitled to vote at the Special Meeting?

A3:	Only stockholders who our records show owned shares of our common stock as of the close of business on May 5, 2022, which is the record date for the Special Meeting (the “Record Date”), may vote their common stock either online or by following your broker’s instructions. You will have one vote for each share of the Company’s common stock that you owned as of the Record Date. On the Record Date, we had 144,354,957 shares of common stock outstanding.

Q4:	How are votes counted?

A4:	Each share of our common stock entitles its holder to one vote per share.

Q5:	What am I being asked to vote on?

A5:	You will be voting on the following proposal.

Q6:	How does the Company’s Board of Directors recommend that I vote on the proposal set forth in the Notice of Special Meeting of Stockholders and the Proxy Statement?

A6:	Our Board of Directors recommends that you vote “FOR” the proposal set forth in the Notice of Special Meeting of Stockholders and the Proxy Statement as it is critical to give the Executive Management the tools they need to grow the company through organic growth and acquisitions of companies with complementary technologies and sales strategies.

Q7:	Do I have dissenters’ rights if I vote against the proposals?

A7:	No.

Q8:	What do I need to do now?

A8:	We encourage you to read this entire proxy statement, and the documents we refer to in this proxy statement. Then complete, sign, date and return the enclosed proxy card, as promptly as possible, in the accompanying reply envelope or grant your proxy electronically over the Internet through https://ipst.pacificstocktransfer.com/pxlogin/, so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” i.e., through your broker, banker or nominee, please refer to the voting instruction forms provided by your broker. We advise you contact your broker well in advance to get these instructions as sometimes banks are delayed in sending out materials.

Q9:	What quorum is required for the Special Meeting?

A9:	A quorum will exist at the Special Meeting if the holders of record of a majority of the issued and outstanding shares of the Company’s common stock are present in virtual format or by proxy. Shares of the Company’s common stock that are voted to abstain are treated as shares that are represented at the Special Meeting for purposes of determining whether a quorum exists.

Q10:	Who will tabulate the votes?

A10:	The Company has designated a representative of Pacific Stock Transfer Company to tabulate the votes.

Q11:	What vote is required in order for the proposal to be approved?

A11:	The following table sets forth the required vote for the proposal:

Proposal		Required Vote

Increase in Authorized Shares and Establishment of Preferred shares.		Majority of the outstanding shares of common stock of the Company

Q12:	What are broker non-votes?

A12:	Broker non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers. The Proposal is a non-routine ratification. Shareholders must instruct brokers to vote on their behalf in favor of this Proposal.

Q13:	How do I vote my shares if I am a record holder?

A13:	If you are a record holder of shares (that is, the shares are registered with our transfer agent in your name and not the name of your broker or other nominee), you are urged to submit your proxy as soon as possible, so that your shares can be voted at the meeting in accordance with your instructions. Stockholders may vote online on or before the Special Meeting, or by one of the following methods:

	●	By Internet. https://ipst.pacificstocktransfer.com/pxlogin/;

	●	By Mail. If you received our proxy materials in the mail, you can complete, sign and date the included proxy card and return the proxy card in the prepaid envelope provided. Pacific Stock Transfer, 6725 Via Austi Pkwy, Suite 300, Las Vegas, Nevada 89119

Q14:	How do I vote my shares if I hold my shares in “street name” through a bank, broker or other nominee?

A14:	If you hold your shares as a beneficial owner through a bank, broker or other nominee, you should have received instructions on how to vote your shares from your broker, bank or other nominee. Please follow their instructions carefully. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your shares are voted in the way you would like at the Special Meeting.

Q15:	If my bank, broker or other nominee holds my shares in “street name,” will such party vote my shares for me?

A15:	For all “non-routine” matters, not without your direction, your broker, bank or other nominee will be permitted to vote your shares on any “non- routine” proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. The proposals to be voted upon by our stockholders described in this proxy statement are “non-routine” matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares.

	You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your shares of the Company’s common stock. Without instructions, a broker non-vote will result, and your shares will not be voted, on all “non-routine” matters.

Q16:	What is a proxy?

A16:	A proxy is your legal designation of another person, referred to as a “proxy,” to vote shares of stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” Our Board of Directors has designated Michael O’Connor with full power of substitution, as proxy for the Special Meeting.

Q17:	If a stockholder gives a proxy, how are the shares voted?

A17:	When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the stockholder. If no specific instructions are given on properly-executed returned proxies, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this proxy statement are properly presented at the Special Meeting, the proxy holders will use their own judgment to determine how to vote your shares.

Q18:	What happens if I do not vote or return a proxy?

A18:	A quorum will exist at the Special Meeting only if the holders of record of a majority of the issued and outstanding shares of the capital stock of the Company entitled to vote during the virtual Special Meeting online or by proxy. Your failure to vote on the proposal, by failing to either submit a proxy or attend the virtual Special Meeting if you are a stockholder of record, may result in the failure of a quorum to exist at the Special Meeting.

Q19:	What happens if I abstain?

A19:	If you abstain, whether by proxy or online in virtual presence at the Special Meeting, or if you instruct your broker, bank or other nominee to abstain your abstention will not be counted for or against the proposal but will be counted as “present” at the Special Meeting in determining whether or not a quorum exists.

Q20:	Can I revoke my proxy or change my vote?

A20:	You may change your vote at any time prior to the vote at the Special Meeting. To revoke your proxy instructions and change your vote if you are a holder of record, you must (i) vote again on a later date on the Internet (only your latest internet proxy submitted prior to the Special Meeting will be counted), (ii) advise our Secretary at our principal executive offices 271 Brock Street Peterborough Ontario Canada K9H 2P8, in writing before the proxy holders vote your shares, (iii) deliver later dated and signed proxy instructions (which must be received prior to the Special Meeting. If you hold shares in “street name,” you should refer to the instructions you received from your broker, bank or other nominee. Attendance in and of itself at the virtual Special Meeting will not revoke a proxy. For shares you hold beneficially but not of record, you may change your vote by submitting new voting instructions to your broker or nominee or, if you have obtained a valid proxy from your broker or nominee giving you the right to vote your shares, by attending the virtual Special Meeting and voting online.

	●	General purpose funding for wages and salaries, travel and related expenses – currently the spending level is low and will only increase as revenue is created and increases;
	●	Acquisitions of companies with complementary technology or sales pipelines. Such acquisitions would have to be value accretive immediately with revenue and positive cash flow. There are a few opportunities in the acquisition pipeline that fit these criteria. Any acquisition will need to be passed unanimously by the board after being reviewed and vetted by an Acquisition Committee (to be formed prior to shareholder meeting June 29, 2022);
	●	Building inventory so that projects can be developed and implemented in real time; and
	●	Any costs related to the formation of Joint Ventures to support Water-as-a-Service Projects.

Q21:	If I want to attend the Special Meeting, what should I do?

A21:	In order to participate in the virtual Special Meeting, register early by following this link https://audience.mysequire.com/webinar-view?webinar_id=cd01eb30-f9f1-4505-9fad-46fd1202e34f. Shareholders will be able to listen and vote from their home or from any location by dialing in or joining through the meeting link.

Q22:	What should I do if I receive more than one set of voting materials?

A22:	You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return (or vote via the Internet with respect to) each proxy card and voting instruction card that you receive to ensure that all of your shares are counted.

Q23:	What is “householding”?

A23:	We have adopted a procedure approved by the U.S. Securities and Exchange Commission (the “SEC”) called “householding” for stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials. In some instances, only one copy of the proxy materials is being delivered to multiple stockholders sharing an address, unless we have received instructions from one or more of the stockholders to continue to deliver multiple copies. This procedure reduces our printing costs and postage fees.

	We will deliver promptly, upon oral or written request, a separate copy of the applicable materials to a stockholder at a shared address to which a single copy was delivered. If you wish to receive a separate copy of the proxy materials you may call us at 1-800-785-7782 and leave a detailed voice mail with a contact number or send a written request to Rainmaker Worldwide Inc., 271 Brock Street Peterborough Ontario Canada K9H 2P8, Attention: Secretary. If you have received only one copy of the proxy materials and wish to receive a separate copy for each stockholder in the future, you may call us at the telephone number or write us at the address listed above. Alternatively, stockholders sharing an address who now receive multiple copies of the proxy materials may request delivery of a single copy, also by calling us at the telephone number or writing to us at the address listed above.

Q24:	Where can I find the voting results of the Special Meeting?

A24:	The Company intends to announce preliminary voting results at the Special Meeting and publish final results in a Form 8-K that will be filed with the SEC following the Special Meeting. All reports the Company files with the SEC are publicly available when filed at www.sec.gov.

Q25:	What if I have questions about lost stock certificates or need to change my mailing address?

A25:	You may contact our transfer agent, Pacific Stock Transfer at 1-800-785-7782, or by email info@pacificstocktransfer.com if you have lost your stock certificate. You may email info@pacificstocktransfer.com if you need to change your mailing address.

Q26:	Who can help answer my additional questions about the proposal or the other matters discussed in this proxy statement?

A26:	If you have questions about the proposal or other matters discussed in this proxy statement, you may contact the Company by E-mail at info@rainmakerww.com. Include “Special Meeting” in the subject line and limit your question to 4000 characters. Please limit your questions to the issue at hand as we are unable to respond to questions related to the business unless we communicate with all shareholders. We are intending to expand our communications team and communicate on the nature of the business on a more regular basis.

	Name and Address(1)	Common Stock Owned		Number of Shares Exercisable Within 60 Days		Percentage of Common Stock

(i)	Kawartha Entertainment Group Inc. 286 George St. N., Peterborough, Ontario K9J 3H2 Canada		7,389,749		N/A		5.12	%
(ii)	James Ross		166,667		500,000		.46	%
(ii)	Mamdouh Shoukri		0		233,333		.16	%
(ii), (iii)	Larchwood Management Partners Inc. (Michael O’Connor) 271 Brock Street, Peterborough, Ontario K9H 2P8 Canada		7,132,139		N/A		4.94	%
(iii)	Kelly White		3,563,801		2,000,000		3.8	%
(iv)	Named Executive Officers and Directors as a group		18,252,356		2,733,333		14.27	%

	(a)	The material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum.

	(b)	The material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the shareholders.

	(c)	The conflicting interest transaction is fair as to the corporation.

	FOR THE BOARD OF DIRECTORS

	/s/ Michael O’Connor
	Chairman of the Board of Directors