Rainmaker Worldwide (RAKR) issues Series A preferred to MAS Capital

Rhea-AI Filing Summary

Rainmaker Worldwide Inc. reported that on January 12, 2026 it issued 35,469 shares of its Series A Preferred Stock to MAS Capital Investments Inc. at $1.00 per share, for total consideration of $35,469. The deal combined $10,000 in new cash with $25,469 applied to convert and extinguish existing accounts payable owed to the investor, meaning no additional cash was paid beyond the $10,000 component.

The shares were issued as a private placement under a Section 4(a)(2) exemption, with the investor representing accredited status and an investment purpose. The Series A Preferred Shares are convertible into common stock under an existing Certificate of Designation, and immediately after this issuance the company had 241,007 Series A Preferred Shares outstanding. The investor is described as not being a related party of the company.

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 16, 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 12, 2026, Rainmaker Worldwide Inc. (the “Company”) issued 35,469 shares of its Series A Preferred Stock (the “Preferred Shares”) to MAS Capital Investments Inc. (the “Investor”) pursuant to a subscription agreement dated January 12, 2026 (the “Subscription Agreement”).

The Preferred Shares were issued at a purchase price of US$1.00 per share, for aggregate consideration of US$35,469, consisting of US$10,000 paid in cash and US$25,469 satisfied through the conversion and extinguishment of existing accounts payable owed by the Company to the Investor. No additional cash consideration was paid.

The Preferred Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction not involving any public offering. The Investor represented that it is an accredited investor and acquired the securities for investment purposes only.

The Preferred Shares have the rights, preferences, privileges, and restrictions set forth in the Company’s Certificate of Designation for Series A Preferred Stock, which was previously filed with the Nevada Secretary of State. The Preferred Shares are convertible into shares of the Company’s common stock in accordance with the terms of the Certificate of Designation.

The Investor is not a related party of the Company.

Immediately following the issuance, the Company had 241,007 shares of Series A Preferred Stock outstanding.

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 16, 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 Form 8-K?

Rainmaker Worldwide Inc. disclosed that it issued 35,469 shares of its Series A Preferred Stock to MAS Capital Investments Inc. in a private transaction dated January 12, 2026.

How many Series A Preferred shares did Rainmaker Worldwide (RAKR) issue and at what price?

The company issued 35,469 Series A Preferred Shares at a purchase price of $1.00 per share, for aggregate consideration of $35,469.

How was the $35,469 consideration for Rainmaker Worldwide’s preferred shares structured?

The consideration consisted of $10,000 paid in cash and $25,469 satisfied through the conversion and extinguishment of existing accounts payable owed by the company to the investor.

Is MAS Capital Investments Inc. a related party to Rainmaker Worldwide (RAKR)?

No. The disclosure states that MAS Capital Investments Inc., the investor receiving the Series A Preferred Shares, is not a related party of the company.

Under what exemption were Rainmaker Worldwide’s Series A Preferred Shares issued?

The Series A Preferred Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 in a transaction not involving any public offering.

How many Series A Preferred shares are outstanding after this transaction for Rainmaker Worldwide?

Immediately following this issuance, Rainmaker Worldwide Inc. had 241,007 shares of Series A Preferred Stock outstanding.

Are Rainmaker Worldwide’s Series A Preferred Shares convertible into common stock?

Yes. The Series A Preferred Shares are convertible into shares of the company’s common stock in accordance with the terms of the existing Certificate of Designation for Series A Preferred Stock.