UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities
On September 3, 2025, holders of an aggregate of 259,000 shares of the Company’s Series A Preferred Stock (the “Preferred Stock”) converted such shares into an aggregate of 17,266,666 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to the terms of the Company’s Certificate of Designation for the Series A Preferred Stock.
Immediately prior to the conversions, the Company had 66,533,062 shares of Common Stock outstanding. Following the issuance, the Company had 83,799,730 shares of Common Stock outstanding.
The conversions were effected at a fixed conversion price of $0.015 per share of Common Stock. No cash consideration was received by the Company in connection with the conversions.
The issuance of the Common Stock upon conversion of the Preferred Stock was made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the transaction involved an exchange of securities of the same issuer with existing security holders, and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Following the conversions, 205,538 shares of Series A Preferred Stock remain outstanding.
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 5, 2025 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer | |