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 specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
(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 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 26, 2024, Rainmaker Worldwide Inc. (the “Company”) filed Articles of Amendment to effectuate a share consolidation (the “Share Consolidation”) of its issued and outstanding common shares on a 1-for-25 basis. The Share Consolidation became effective on September 26, 2024. Following the Share Consolidation, every twenty-five (25) issued and outstanding common shares of the Company will be automatically combined and converted into one (1) issued and outstanding common share of the Company. No fractional shares will be issued in connection with Share Consolidation. If the Share Consolidation results in a fractional share, the number of new common shares issued will be rounded down to the nearest whole share.
The Company’s preferred shareholders authorized the Board, in the Board’s discretion, to effect a share consolidation of the Company’s common shares at a specific ratio of one-for-twenty-five. On June 21, 2024, the Board of Directors of the Company determined to effect the Share Consolidation at a ratio of 1-for-25 and to approve the corresponding final form of the Amendment.
The Company’s common shares will begin trading on a Share Consolidation-adjusted basis on the OTC:Pink at the opening of trading on September 26, 2024. In connection with the Share Consolidation, the Company’s common shares will commence trading with a new CUSIP number, 75088P200, and will be traded under the trading symbol “RAKRD” for twenty business days and then will revert back to “RAKR”. The Company’s transfer agent, Pacific Stock Transfer is acting as exchange agent for the Share Consolidation.
The foregoing description of the Articles of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Articles of Amendment, a copy of which is attached to hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On September 26, 2024, the Company submitted a press release announcing the Share Consolidation and posted it on its website www.rainmakerww.com. A copy of the of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | Articles of Amendment of the Company. | |
| 99.1 | Press Release dated September 26, 2024. | |
| 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: September 26, 2024 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
RAINMAKER WORLDWIDE INC.
Michael O’Connor hereby certifies that:
1. He is the President, Chief Executive Officer and Interim Chief Financial Officer and Principal Financial Officer of Rainmaker Worldwide Inc. (the “Corporation”), a Nevada Corporation
2. Article IV of the Amended Articles of Incorporation shall be amended to read in its entirety as follows:
The total number of shares of capital stock which may be issued by the Corporation is five hundred and one million (501,000,000), of which five hundred million (500,000,000) shares shall be common stock of the par value of $0.001 per share (the “Common Stock” ) and one million (1,000,000) shares shall be preferred stock of the par value of $0.001 per share (the “Preferred Stock”), which Preferred Stock shall be issued from time to time in one or more series, with such distinctive serial designations as shall be stated and expressed in the resolution or resolutions providing for the issue of such shares from time to time adopted by the Board; and in such resolution or resolutions providing for the issue of shares of each particular series, the Board is expressly authorized to fix the annual rate or rates of dividends for the particular series; the dividend payment dates for the particular series and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative; the redemption price or prices for the particular series; the voting powers for the particular series; the rights, if any, of holders of the shares of the particular series to convert the same into shares of any other series or class or other securities of the corporation, with any provisions for the subsequent adjustment of such conversion rights; and to classify or reclassify any unissued preferred shares by fixing or altering from time to time any of the foregoing rights, privileges and qualifications. All shares of the Preferred Stock of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all shares of Preferred Stock shall be of equal rank, regardless of series, and shall be identical in all respects except as to the particulars fixed by the Board as hereinabove provided or as fixed here in. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof.
Upon the effectiveness (the “Effective Time”) of the Corporation’s Amended Articles of Incorporation, each twenty-five (25) shares of Common Stock issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares down to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.
For avoidance of doubt, the Reverse Stock Split shall also apply to the amount of shares of the Company’s common stock issuable upon conversion or exercise of any derivative securities, including options, warrants, and convertible debt or equity.
3. Resolutions were duly adopted by the Board of Directors of the Corporation setting forth the foregoing Certificate of Amendment to the Amended Articles of Incorporation, and declaring said amendment to be advisable and recommended for approval by the stockholders of the Corporation
4. By written consent of the authorized representatives the Series A Preferred Stock dated June 21, 2024, 100% of the issued and outstanding shares of Series A Preferred Stock as of the record date, approved the Reverse Stock Split and this Certificate of Amendment.
5. The aforesaid Certificate of Amendment to the Amended Articles of Incorporation will take effect on July 1, 2024, at 12:01 AM Eastern Standard Time.
6. The foregoing amendment to the Corporation’s Amended Articles of Incorporation was duly adopted in accordance with the Nevada Revised Statutes §78.390.
| RAINMAKER WORLDWIDE INC. | ||
| By: | /s/ Michael O’Connor | |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer and Principal Financial Officer | |
Exhibit 99.1
Press Release
Rainmaker Worldwide Inc. Completes 1-for-25 Share Consolidation to Requalify for OTCQB Venture Market
Peterborough, ON – September 26, 2024 – Rainmaker Worldwide Inc. (“Rainmaker” or the “Company) (OTC: RAKR), a global leader in sustainable water treatment technologies, today that it has effected a share consolidation (also known as a reverse stock split) of its common shares on a 1-for-25 basis, which was previously approved by shareholders.
The share consolidation is part of the Company’s strategy to enhance its market position and increase the per share trading price of Rainmaker’s common shares to requalify for listing on the OTCQB Venture Market (“OTCQB”).
The Company’s common shares will begin trading on a post-consolidation basis on the OTC Pink as of the opening of trading on September 26, 2024, under a new CUSIP number 75088P200 and under the modified trading symbol “RAKRD” for 20 business days.
Following the share consolidation, every twenty-five issued and outstanding common shares of the Company will be automatically combined and converted into one issued and outstanding common share. Where the share consolidation results in a fractional share, the number of new common shares issued will be rounded down to the nearest whole share. No fractional shares will be issued.
Requalification for OTCQB
The OTCQB Venture Market is recognized for its rigorous standards, providing higher transparency and governance requirements compared to the OTC Pink Market. This move will allow Rainmaker to attract institutional investors and facilitate greater market confidence. By requalifying for the OTCQB, Rainmaker aims to improve its liquidity, expand its shareholder base, and ultimately create more value for investors.
“We believe this share consolidation is a crucial step toward positioning Rainmaker for long-term growth,” said Michael O’Connor, Chairman and CEO of Rainmaker Worldwide Inc. “Requalifying for the OTCQB will increase our visibility with the intent to open doors to new investment opportunities. We remain committed to enhancing shareholder value while continuing to deliver innovative solutions to address global water challenges.”
About Rainmaker Worldwide Inc.
Rainmaker Worldwide Inc. (OTC: RAKR) is a global leader in providing innovative, energy-efficient water treatment technologies. Rainmaker’s mission is to help solve the global water crisis through a range of products. Its Air-to-Water and subsidiary products, RO/CELL® and the patented Miracell® Rotating Biological Contactor (RBC) for wastewater treatment convert usable water from moisture in the air, seawater, and even wastewater, while supporting sustainability efforts worldwide.
Rainmaker owns Miranda Water Technologies, a joint subsidiary with Viva Industries Inc. specializing in advanced water and wastewater treatment solutions. Miranda’s portfolio includes membrane bioreactors, containerized reverse osmosis systems, and over 1,200 deployed systems across 40 countries. Together, Rainmaker and Miranda serve residential and commercial clients, with a focus on water reuse and conservation.
Next Steps
With the share consolidation and intent to reapply to OTCQB, Rainmaker is well-positioned for future growth. The Company will continue to focus on expanding its global footprint, enhancing its technology offerings, and pursuing new strategic partnerships to further its mission of delivering clean, sustainable water solutions to communities around the world.
For more information on Rainmaker Worldwide Inc., visit www.rainmakerww.com or contact:
Michael O’Connor
Chairman and CEO
About the OTCQB Venture Market: The OTCQB Venture Market is the leading marketplace for early-stage and growth companies in the U.S. and internationally. Companies listed on the OTCQB must meet high financial and disclosure standards and undergo an annual verification and management certification process. This transparency benefits investors by ensuring reliable and comprehensive company information. Listing on the OTCQB offers increased liquidity and access to institutional investors, positioning companies like Rainmaker for growth and long-term success.
Forward-Looking Statements
Certain matters discussed in this announcement contain statements, estimates and projections about the growth of Rainmaker’s business, potential distribution partnerships and/or clients, and related business strategy. Such statements, estimates and projections may constitute forward-looking statements within the meaning of the federal securities laws. Factors or events that could cause our actual results to differ may emerge from time-to-time. Rainmaker undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of, new information, future events or otherwise. The recipient of this information is cautioned not to place undue reliance on forward-looking statements.