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): June 8, 2023
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.) |
| 271 Brock Street, Peterborough, Ontario Canada | K9H 2P8 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 334-3820
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 7.01 Regulation FD Disclosure
On June 8, 2023, Rainmaker Worldwide Inc. issued a letter to its shareholders. A copy of such letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Company Letter to Shareholders dated as of June 8, 2023 | |
| 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 8, 2023 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | President, Chief Executive Officer and Interim Chief Financial Officer | |
| 3 |
Exhibit 99.1
Fellow Rainmaker Shareholders,
Rainmaker’s management continues to execute the Company’s business strategy with a clear focus and a commitment to open dialogue and communication with regulators, shareholders, and customers. To that end, I am providing an update on a number of initiatives that have been previously communicated to our shareholders. As each initiative comes to a conclusion, we will issue specific press releases confirming the outcome.
The need for distributed water solutions is as strong as ever! This is one of several reasons that we entered into the Joint Development Agreement with Miranda Environmental and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc. (“Miranda”) on July 28, 2022. We are very happy to report that our first joint development project is now in process with an order received from a resort developer in the Turks and Caicos. Rainmaker has received the downpayment for this project and delivery of the water treatment system is expected in the fall of 2023. This is the first of many opportunities that substantiates our strategy to deliver the full suite of distributed water production and purification solutions globally.
Rainmaker is also taking a number of very positive steps that will support business and revenue expansion. The first is the previously announced sale of 60% of Rainmaker Worldwide Inc., Ontario (“Rainmaker Canada”). This is the wholly owned private subsidiary of Rainmaker Worldwide Inc., Nevada, (“RAKR”) that is now trading on the OTC:Pink. This has NO impact on the shareholders of the publicly traded stock other than the subsidiary will now be funded to pursue water-related opportunities in Canada and the Caribbean. RAKR will focus on global opportunities going forward. This transaction significantly expands the depth of resources of the Company to accelerate growth and shareholder value.
As reported in our recent 8-K filing, we have received an investment in RAKR in exchange for 150,000 preferred shares, leaving 850,000 preferred shares available. This will allow us to satisfy our ongoing expenses related to keeping our filings current.
We expect Rainmaker to emerge strong and in a position to drive long-term growth and shareholder value as a result of these initiatives. We continue to appreciate the loyalty of our shareholders who believe in our mission to provide cost-effective water technology solutions to those who need it most.
Rainmaker will continue to employ best practices of public company communications as we move forward to articulate the Company’s activities, progress, and milestones. I would like to reassure you that we remain strongly committed to bringing our groundbreaking technology to worldwide markets.
We will continue to act in the best interests of our Company and our shareholders as we will move forward to create growth, value, and good global stewardship.
On behalf of the Board of Directors,
/s/ Michael O’Connor
Executive Chairman and CEO
Rainmaker Worldwide Inc.