Rainmaker Worldwide (RAKR) swaps $43,378 debt for 1.25M shares

Rhea-AI Filing Summary

Rainmaker Worldwide Inc. reported that on January 26, 2026 it issued 1,249,178 shares of common stock upon conversion of two outstanding convertible promissory notes. The notes had an aggregate principal of $36,000 plus $7,378 of accrued interest, for total converted indebtedness of $43,378, at a fixed conversion price of $0.034725 per share. After this issuance, the company has 85,048,906 common shares outstanding. The exchange relied on the Section 3(a)(9) exemption because the securities were exchanged with existing holders and no commission or other remuneration was paid.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 29, 2026

RAINMAKER WORLDWIDE INC.

(Exact name of registrant as specified in its charter)

Nevada		000-56311		82-4346844
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2510 East Sunset Road, Suite 5 #925 Las Vegas, Nevada		89120
(Address of principal executive offices)		(Zip Code)

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):

☐	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 3.02 – Unregistered Sales of Equity Securities

On January 26, 2026, Rainmaker Worldwide Inc. (the “Company”) issued 1,249,178 shares of its common stock upon the conversion of two outstanding convertible promissory notes previously issued by the Company.

The two notes had an aggregate principal balance of $36,000 (comprised of two notes in the principal amount of $18,000 each), plus $7,378 of accrued and unpaid interest (comprised of $3,689 per note), for total converted indebtedness of $43,378. The notes were converted at a fixed conversion price of $0.034725 per share, in accordance with their respective terms.

Following the issuance, the Company has 85,048,906 shares of common stock outstanding.

The shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the securities were exchanged by the Company with existing security holders exclusively and no commission or other remuneration was paid for soliciting the exchange.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

None.

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: January 29, 2026	By:	/s/ Michael O’Connor
	Name:	Michael O’Connor
	Title:	President, Chief Executive Officer and Interim Chief Financial Officer

FAQ

What did Rainmaker Worldwide Inc. (RAKR) disclose in this 8-K filing?

Rainmaker Worldwide disclosed that it issued 1,249,178 common shares upon converting two outstanding convertible promissory notes. The converted amount totaled $43,378 in principal and accrued interest, and the transaction was completed at a fixed price of $0.034725 per share.

How many new Rainmaker Worldwide (RAKR) shares were issued in the note conversion?

The company issued 1,249,178 new common shares upon converting the two notes. These shares were issued at a fixed conversion price of $0.034725 per share, reflecting the exchange of principal and accrued interest owed under the outstanding promissory notes.

What debt amount did Rainmaker Worldwide (RAKR) convert into equity?

Rainmaker Worldwide converted a total of $43,378 of indebtedness into common stock. This consisted of $36,000 aggregate principal from two $18,000 notes plus $7,378 of accrued and unpaid interest, exchanged into shares according to the notes’ fixed conversion terms.

What is Rainmaker Worldwide’s (RAKR) new common share count after the conversion?

Following the issuance tied to the note conversion, Rainmaker Worldwide has 85,048,906 common shares outstanding. This updated share count reflects the addition of the 1,249,178 shares issued in exchange for the principal and interest on the two convertible notes.

At what price were Rainmaker Worldwide (RAKR) notes converted into shares?

The convertible promissory notes were converted into common stock at a fixed price of $0.034725 per share. This conversion price was set in the original note terms and determined how many shares were issued for the $43,378 of total indebtedness.

What securities law exemption did Rainmaker Worldwide (RAKR) rely on for this issuance?

The company relied on the Section 3(a)(9) exemption under the Securities Act of 1933. The securities were exchanged exclusively with existing security holders, and the company states that no commission or other remuneration was paid to solicit the exchange.