Rainmaker Worldwide issues 150K Series A Preferred shares to Viva Industries for $150K; strong control rights

Rainmaker Worldwide Inc.

Sold 150,000 Series A Preferred Shares at $1.00 each for aggregate $150,000 to Viva Industries, partially owned by former CEO Michael Skinner.
Preferred shares carry 1.5% monthly dividend on original purchase price, payable in cash or restricted common stock at company's option.
Investor gains approval rights on future common/preferred dilution, right to appoint up to 3 directors, and ability to authorize a reverse stock split with 50.1% voting power.
Investor has option to buy up to $600,000 of common stock at $0.0006 per share (50% discount to market) and convert preferred on same terms.
Buyback triggers include loss of SEC compliance or OTC listing; if unrepurchased within 60 days, investor can take ownership of Ontario equity.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Rainmaker Worldwide Inc.: Adopted a new Series A Preferred Stock designation with super voting rights (effective 2023-06-01).

Change: charter amendment
Effective: 2023-06-01

Exact text from the filing

On June 1, 2023, the Company adopted a new class of Preferred Stock designated as Series A Preferred Stock.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rainmaker Worldwide Inc. entered into Stock Purchase Agreement with Viva Industries Inc. valued at $150,000 (effective 2023-05-26).

Action: entry
Agreement: equity purchase
Counterparty: Viva Industries Inc.
Value: $150,000
Effective: 2023-05-26

Exact text from the filing

On May 26, 2023, Rainmaker Worldwide Inc. (the “Company”), consummated a Stock Purchase Agreement (the “SPA”) with Viva Industries Inc., an accredited investor (the “Buyer”), for the sale and issuance to the Buyer of 150,000 shares (the “Shares”) of Series A Preferred Stock, $0.001 par value for an aggregate of $150,000.

View on SEC.gov

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Rainmaker Worldwide Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-019848

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