UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On May 26, 2023, Rainmaker Worldwide Inc. (the “Company”), consummated a Stock Purchase Agreement (the “SPA”) with Viva Industries Inc., an accredited investor (the “Buyer”), for the sale and issuance to the Buyer of 150,000 shares (the “Shares”) of Series A Preferred Stock, $0.001 par value for an aggregate of $150,000. The Buyer is a limited liability company partially owned by Michael Skinner who is the Company’s former CEO.
The Shares will be issued pursuant to the terms of the SPA.
The foregoing description of the SPA does not purport to be a complete description of the rights and obligations of the parties thereunder and are qualified in their entirety by reference to the full text of the form of SPA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
To the extent required by this Item 3.02, the disclosure set forth in Items 1.01 above is incorporated herein by reference. The issuances of securities in the Offering will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
Item 5.03 Amendments to Articles of Incorporation or By-laws
On June 1, 2023, the Company adopted a new class of Preferred Stock designated as Series A Preferred Stock. The Series A Preferred Stock is convertible into Common Stock of the Company and contains super voting rights with respect to the approval of certain actions that require shareholder approval. The rights and preferences of the Preferred Stock are governed by the Certificate of Designation for the Series A Preferred Stock which is attached as Exhibit 10.2. The foregoing description of the Certificate of Designation does not purport to be a complete description of the rights and obligations of the parties thereunder and are qualified in their entirety by reference to the full text of the form of the Certificate of Designation, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* | ||
| 10.2 | Certificate of Designation of series A preferred Stock. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | . |
| 2 |
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: June 1, 2023 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer | |
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