Rainmaker Worldwide Inc. 8-K

What Happened
Rainmaker Worldwide Inc. announced that on January 26, 2026 it issued 1,249,178 shares of common stock upon conversion of two outstanding convertible promissory notes. The two notes had an aggregate principal balance of $36,000 plus $7,378 of accrued interest, for total converted indebtedness of $43,378. The conversions occurred at a fixed price of $0.034725 per share.

Key Details

• Issued shares: 1,249,178 common shares (conversion date: January 26, 2026).
• Converted indebtedness: $43,378 (principal $36,000; accrued interest $7,378).
• Conversion price: $0.034725 per share.
• Shares outstanding after issuance: 85,048,906 common shares.
• Securities were issued under the Section 3(a)(9) registration exemption; no solicitation commission or other remuneration was paid.

Why It Matters
The conversion reduced the company's outstanding debt by $43,378 and increased the share count by about 1.25 million shares, raising total common shares to 85,048,906. For investors, this is a small dilutive event (the new shares represent roughly 1.5% of the post-issuance share count) and reflects debt being settled through equity rather than cash. No additional material financial or management disclosures were included in the filing.