Item 1.01. Entry into a Material Definitive Agreement.
On June 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").
The Note was issued pursuant to the terms of the SPA and the conditions
contained in our previous Current Report on Form 8-K filed on February 16, 2022.
The amount issued under the third Note is $64,250.
The SPA does not limit the Company's ability to solicit any offers for, respond
to any unsolicited offers for, or conduct any negotiations with any other person
or entity in respect of any lending instrument. The SPA contains representations
and warranties, covenants and conditions, customary for transactions of this
type.
The foregoing description of the SPA does not purport to be a complete
description of the rights and obligations of the parties thereunder and 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 10.1 and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation.
The Note is scheduled to mature on June 28, 2023, twelve (12) months after the
Issuance Date, and provides for interest to accrue at an interest rate equal to
10% per annum, or, upon an Event of Default (as defined in the Note), twenty two
percent (22%) from the due date ("Default Interest"). The Buyer has the right
(as defined in the Note), to convert all or any part of the outstanding and
unpaid principal and interest into fully paid shares of the Company's Common
Stock. The Conversion Price shall equal the Variable Conversion Price (as
defined herein) (subject to equitable adjustments for stock splits, stock
dividends or rights offerings 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" shall mean 65% multiplied by the Market
Price (as defined herein) (representing a discount rate of 35%). "Market Price"
means the lowest Trading Price (as defined below) for the Common Stock during
the ten (10) Trading Day period ending on the latest complete Trading Day 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
reporting service ("Reporting Service") designated by the Holder (i.e.
Bloomberg) or, if the OTC is not the principal trading market for such security,
the closing bid price of such security on the principal securities exchange or
trading market where such security is listed or traded or, if no closing bid
price of such security is available in any of the foregoing manners, the average
of the closing bid prices of any market makers for such security that are listed
in the "pink sheets". If the Trading Price cannot be calculated for such
security on such date in the manner provided above, the Trading Price shall be
the fair market value as mutually determined by the Borrower and the holders of
a majority in interest of the Notes being converted for which the calculation of
the Trading Price is required in order to determine the Conversion Price of such
Notes. "Trading Day" shall mean any day on which the Common Stock is tradable
for any period on the OTC, or on the principal securities exchange or other
securities market on which the Common Stock is then being traded. The Company
has the right to prepay the Note during the first 180 days at various premiums
based on when it is repaid.
The foregoing description of the Note does not purport to be complete a
description of the rights and obligations of the parties thereunder and is
qualified in its entirety by reference to the full text of the form of
Promissory Note, a copy of which is attached hereto as Exhibit 4.1 and is
incorporated herein by reference.
2
Item 3.02. Unregistered Sales of Equity Securities.
To the extent required by this Item 3.02, the disclosure set forth in Items 1.01
and 2.03 above is incorporated herein by reference. The issuances 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.
(d) Exhibits
Exhibit No. Description
4.1* Form of Promissory Note
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Filed herewith.
3
© Edgar Online, source Glimpses