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Date Filed : Jun 30, 2022

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Washington,D.C. 20549





Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934


Dateof Report (Date of earliest event reported): June 29, 2022



(Exactname of registrant as specfied in its charter)


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


271 Brock Street, Peterborough, Ontario Canada   K9H 2P8
(Address of principal executive offices)   (Zip Code)


Registrant’stelephone number, including area code: (866) 334-3820



(Formername or former address, if changed since last report.)


Checkthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder 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))


Securitiesregistered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A


Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerginggrowth company


Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


EffectiveJune 29, 2022, Rainmaker Worldwide Inc. (the “Company”)filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase theaggregate number of authorized shares to 501,000,000, of which 500,000,000 shares are to be common stock with a par value of $0.001 pershare and 1,000,000 shares are to be preferred stock with a par value of $0.001 per share (the “Amendment”).


Theabove description is a summary and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attachedhereto as Exhibit 3.1.


Item5.07 Submission of Matters to a Vote of Security Holders.


OnJune 29, 2022, the Company held a Special Meeting of Stockholders. Each share of the Company’s common stock was entitled to onevote per share. The matter voted upon and the results are set forth below.


Proposal:Increase in Authorized Shares and Establishment of Preferred shares.


Stockholdersapproved an increase in the Company’s authorized common stock to 500,000,000 and the establishment of 1,000,000 preferred shares.


For   Against   Abstentions   Broker Non-Votes
78,263,619   1,051,137   305,787   0


Item9.01 Financial Statements and Exhibits.




Exhibit Number   Description
3.1   Certificate of Amendment
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned hereunto duly authorized.


Date: June 30, 2022  
  /s/ Michael O’Connor
  Michael O’Connor
  President, Chief Executive Officer, and Interim Chief Financial Officer




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