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): December 3, 2025

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. ☐

Item8.01 — Other Events

On December 2, 2025, Rainmaker Worldwide Inc. (“Rainmaker” or the “Company”) was approved by OTC Markets Group, Inc. to be quoted on the OTCID (OTC Information Designation) tier. Prior to this change, the Company’s common stock was quoted on the OTC Pink Limited tier. Trading under the Company’s ticker symbol RAKR on the OTCID tier commenced on December 2, 2025.

The move to the OTCID tier reflects Rainmaker’s ongoing commitment to maintaining enhanced transparency, timely SEC reporting, and strengthened corporate governance.

Unlike the Pink tiers, the OTCID tier is reserved for issuers that meet higher disclosure standards, including:

Management believes that meeting the OTCID requirements may enhance Rainmaker’s credibility with investors, improve market understanding of the Company’s financial results and operations, and potentially expand eligibility for a wider universe of brokers, data platforms, and institutional participants who limit exposure to Pink-tier securities.

Existing shareholders are not required to take any action as a result of the tier change.

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.