Rainmaker issues 9.96M shares for $225K dividends
Rainmaker Worldwide Inc. settled over US$225,000 of accrued preferred dividends with restricted stock, increasing common shares outstanding.
Rhea-AI Filing Summary
Rainmaker Worldwide Inc. (RAKR) reported that on September 2, 2026, it issued 9,955,367 shares of restricted common stock to holders of its Series A Preferred Stock. This equity issuance was made in full satisfaction of all accrued and unpaid Monthly Dividends through August 31, 2026, rather than paying those dividends in cash.
The dividend obligation extinguished totaled US$225,020.59, and the company received no cash proceeds from the transaction. After this issuance, Rainmaker Worldwide Inc. had 95,004,273 shares of common stock issued and outstanding. The shares were issued as restricted securities in book-entry form under a Section 4(a)(2) exemption as a private, non-public offering to a limited number of eligible holders.
Positive
- None.
Negative
- None.
Filing Explained
The September 2 issuance increased Rainmaker’s common share count to 95,004,273; absent offsetting changes, that reduces existing holders’ percentage ownership, and the filing states it was not a conversion of Series A Preferred Stock.
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, or exhibit attachments filed with this report.
Key Figures
Restricted common shares issued: 9,955,367 shares
Accrued dividend obligations extinguished: US$225,020.59
Common shares outstanding after issuance: 95,004,273 shares
+2 more
5 metrics
Restricted common shares issued
9,955,367 shares
Issued on September 2, 2026 to satisfy accrued Monthly Dividends on Series A Preferred Stock
Accrued dividend obligations extinguished
US$225,020.59
Total Monthly Dividend obligations on Series A Preferred Stock settled through August 31, 2026
Common shares outstanding after issuance
95,004,273 shares
Total common stock issued and outstanding following the September 2, 2026 issuance
Monthly Dividend rate on Series A Preferred Stock
1.5% per month
Fixed dividend as a percentage of the original purchase price of each Series A Preferred share
Dividend share pricing basis
30-day volume-weighted average price
Used to determine Restricted Common Stock issued when paying Monthly Dividends in shares
Key Terms
Series A Preferred Stock, Restricted Common Stock, Monthly Dividend, volume-weighted average price, +1 more
5 terms
Series A Preferred Stock financial
"all holders entitled to accrued Monthly Dividends under the Company’s Series A Preferred Stock"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Restricted Common Stock financial
"payable in cash or, at the option of the Company, in shares of Restricted Common Stock"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
Monthly Dividend financial
"each share of Series A Preferred Stock is entitled to a monthly fixed dividend equal to 1.5%"
volume-weighted average price financial
"determined by dividing the applicable Monthly Dividend amount by the volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Section 4(a)(2) regulatory
"issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
FAQ
How much dividend obligation did RAKR extinguish with this stock issuance?
The company extinguished US$225,020.59 of accrued Monthly Dividend obligations on its Series A Preferred Stock by issuing restricted common shares, leaving no accrued or unpaid Monthly Dividends outstanding for any period through August 31, 2026.
How are Monthly Dividends on RAKR’s Series A Preferred Stock calculated and paid?
Each Series A Preferred share is entitled to a 1.5% monthly fixed dividend on its original purchase price. Dividends may be paid in cash or, at the company’s option, in shares of Restricted Common Stock, with share amounts based on the 30-day volume-weighted average price of the common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
