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Date Filed : Jul 20, 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): July 20, 2022



(Exactname of registrant as specified in its charter)


Nevada   000-56311   82-4346844

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


271 Brock Street, Peterborough, Ontario Canada

  K9H 2P8
(Address of principal executive offices)   (Zip Code)


Registrant’stelephone number, including area code: (877) 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 registrant underany 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   Ticker 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 mart 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.






Item 1.01. Entry into a Material Definitive Agreement.


OnJune 28, 2022, Rainmaker Worldwide, Inc. (the “Company”), entered into a Stock Purchase Agreement (the “SPA”)with a buyer (the “Buyer”), for the sale and issuance to the Buyer of: (i) a promissory note in the principal amount of $64,250(the “Note”). The Note was issued as of June 28, 2022 (the “Issuance Date”).


TheNote was issued pursuant to the terms of the SPA and the conditions contained in our previous Current Report on Form 8-K filed on February16, 2022. The amount issued under the third Note is $64,250.


TheSPA does not limit the Company’s ability to solicit any offers for, respond to any unsolicited offers for, or conduct any negotiationswith any other person or entity in respect of any lending instrument. The SPA contains representations and warranties, covenants andconditions, customary for transactions of this type.


Theforegoing description of the SPA does not purport to be a complete description of the rights and obligations of the parties thereunderand 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 10.1and is incorporated herein by reference.


Item 2.03. Creation of a Direct Financial Obligation.


TheNote is scheduled to mature on June 28, 2023, twelve (12) months after the Issuance Date, and provides for interest to accrue at an interestrate equal to 10% per annum, or, upon an Event of Default (as defined in the Note), twenty two percent (22%) from the due date (“DefaultInterest”). The Buyer has the right (as defined in the Note), to convert all or any part of the outstanding and unpaid principaland interest into fully paid shares of the Company’s Common Stock. The Conversion Price shallequal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rightsofferings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations,recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shallmean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means thelowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete TradingDay prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB,OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reportingservice (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading marketfor such security, the closing bid price of such security on the principal securities exchange or trading market where such securityis listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closingbid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculatedfor such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determinedby the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Priceis required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the CommonStock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stockis then being traded. The Company has the right to prepay the Note during the first 180 days at various premiums based on when it isrepaid.


Theforegoing description of the Note does not purport to be complete a description of the rights and obligations of the parties thereunderand is qualified in its entirety by reference to the full text of the form of Promissory Note, a copy of which is attached hereto asExhibit 4.1 and is incorporated herein by reference.




Item 3.02. Unregistered Sales of Equity Securities.


Tothe extent required by this Item 3.02, the disclosure set forth in Items 1.01 and 2.03 above is incorporated herein by reference. Theissuances 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 9.01. Financial Statements and Exhibits.




Exhibit No.   Description
4.1*   Form of Promissory Note
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
*   Filed herewith.






Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf bythe undersigned hereunto duly authorized.


Dated: July 20, 2022 By: /s/ Michael O’Connor
  Name: Michael O’Connor
  Title: President, Chief Executive Officer and Interim Chief Financial Officer




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