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): May 9, 2025

RAINMAKER

WORLDWIDE INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (877) 334-3820

NotApplicable

(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. ☐

Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 9, 2025, the Company filed with the Secretary of State of the State of Nevada, an amendment to the Certificate of Designation of its Series A Preferred Stock to increase the number of authorized shares of Series A Preferred Stock from 150,000 to 600,000 shares as approved by the Board of Directors of Rainmaker Worldwide Inc. on April 24, 2025. The amendment became effective upon filing.

The amendment does not otherwise alter the rights, preferences, or privileges of the Series A Preferred Stock as previously designated.

A copy of the Amended Certificate of Designation is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

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.

Exhibit 3.1

CERTIFICTEOF AMENDMENT TO CERTIFICATE OF DESIGNATION

TOSERIES A PREFERRED STOCK

OF

RAINMAKERWORLDWIDE INC.

ANevada Corporation

Rainmaker Worldwide Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies as follows:

WHEREAS, the Articles of Incorporation of the Corporation authorize the issuance of up to 1,000,000 shares of Preferred Stock, par value $1.00 per share, of which 150,000 shares have been designated as Series A Preferred Stock pursuant to the Certificate of Designation filed with the Nevada Secretary of State on June 1, 2023 (the “Certificate of Designation”);

WHEREAS, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Articles of Incorporation and in accordance with Section 78.1955 of the Nevada Revised Statutes, the Board of Directors duly adopted the following resolution on April 24, 2025, approving an amendment to the Certificate of Designation to increase the number of authorized shares of Series A Preferred Stock;

NOW,THEREFORE, the Corporation hereby certifies that the Certificate of Designation is amended as follows:

1.Amendment to Section A of the Certificate of Designation.

The first paragraph of Section A of the Certificate of Designation is hereby amended and restated in its entirety to read as follows:

“The Corporation is authorized to issue up to One Million (1,000,000) shares of Preferred Stock. Six Hundred Thousand (600,000) shares of the authorized and unissued Preferred stock of the Corporation are hereby designated as “Series A Preferred Stock” with the following rights, preference , powers, privilege and restrictions, qualifications and limitations:”

2.No Other Amendments.

Except as specifically set forth herein, the Certificate of Designation shall remain in full force and effect without modification.

INWITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Designation as of the 9^th^ day of May, 2025.