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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specfied in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identfication No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
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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 | Trading 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 mark if the registrant has elected not to use the extended transition period for complying
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective June 29, 2022, Rainmaker Worldwide Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the aggregate number of authorized shares to 501,000,000, of which 500,000,000 shares are to be common stock with a par value of $0.001 per share and 1,000,000 shares are to be preferred stock with a par value of $0.001 per share (the “Amendment”).
The above description is a summary and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 29, 2022, the Company held a Special Meeting of Stockholders. Each share of the Company’s common stock was entitled to one vote per share. The matter voted upon and the results are set forth below.
Proposal: Increase in Authorized Shares and Establishment of Preferred shares.
Stockholders approved an increase in the Company’s authorized common stock to 500,000,000 and the establishment of 1,000,000 preferred shares.
| For | Against | Abstentions | Broker Non-Votes | |||
| 78,263,619 | 1,051,137 | 305,787 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RAINMAKER WORLDWIDE INC. | |
| Date: June 30, 2022 | |
| /s/ Michael O’Connor | |
| Michael O’Connor | |
| President, Chief Executive Officer, and Interim Chief Financial Officer |
| 3 |
Exhibit 3.1
