Item
1.01 Entry into a Material Definitive Agreement.
On
September 19, 2022, RocketFuel Blockchain Inc. (the “Company”) completed a private placement (the “Offering”)
of 3,389,831 shares of its common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase 1,694,915
shares of Common Stock (the “Warrants”). The combined purchase price for
one share of Common Stock and accompanying Warrant was $0.2065.
The Warrants are immediately exercisable at an exercise price equal to $0.2065 per share of Common Stock (the “Exercise Price”),
subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable for five years from the initial exercise
date.
The
Company also entered into agreements with the investors for the issuance of 3,389,831 cryptographic tokens (“Tokens”)
when such Tokens
are created. The Company plans to issue the tokens
in connection with a loyalty program it is developing. The Company plans to issue the tokens no later than the first quarter of 2023.
On
September 19, 2022, in connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with four investors. The Purchase Agreement sets forth the economic terms set forth above and contains customary representations and
warranties of the Company, as well as certain indemnification obligations of the Company and ongoing covenants for the Company. The Company
also entered into a registration rights agreement with the investors requiring the Company to file within 90 days of closing a registration
statement under the Securities Act of 1933 covering the Common Stock sold in the private placement and the shares issuable upon exercise
of the Warrants.
The
net proceeds to the Company from the Offering, excluding the proceeds, if any, from the exercise of the Warrants, are $700,000.
The Company intends to use the net proceeds of
the Offering for general corporate purposes and to fund ongoing operations and expansion of its business.
The
Purchase Agreement, the form of Warrant, and the form of token sale agreement are filed as Exhibits 10.1, 4.1, and 4.2,
respectively, to this Current Report on Form
8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which
are incorporated herein by reference.
The
representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the
Purchase Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the
parties to the agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Purchase Agreement, and this subsequent information may or may not be fully reflected
in the Company’s public disclosures.
The
Securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other
jurisdiction’s securities laws. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission
(the “SEC”) registering the resale of the Securities issued in the private placement.
This
current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.