Current Report Filing (8-k)
June 13 2022 - 09:20AM
Edgar (US Regulatory)
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2022-06-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
Of
the Securities Exchange Act of 1934
June 7, 2022
Date
of report (date of earliest event reported)
RocketFuel Blockchain, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada |
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Commission
File No.
033-17773-NY |
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90-1188745 |
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
|
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(IRS
Employer
Identification
No.)
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3651 Lindell Road,
Suite D565,
Las Vegas,
NV,
89103
(Address
of Principal Executive Offices)
(424)
256-8560
(Registrant’s
Telephone Number)
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):
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☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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☐ |
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 |
|
Trading
Symbol(s) |
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Name
of each exchange on which registered |
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None |
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None |
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None |
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 mark 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
1.01 Entry into a Material Definitive Agreement.
On
October 8, 2020, we filed a lawsuit in the U.S. District Court for
the Central District of California against Joseph Page, our former
director and chief technology officer. On January 13, 2021, the
case was transferred to the U.S. District Court for the District of
Nevada, Las Vegas Division. The causes of action included
securities fraud under Federal and California law; fraud, breach of
fiduciary duty, negligent misrepresentation and unjust enrichment
under California law; and violation of California Business and
Professions Code §17200 et seq.
We
sought injunctive and declaratory relief as well as damages of at
least $5.1 million. On May 29, 2019, Mr. Page resigned from our
board. After his resignation, we retained independent patent
counsel to review our patent applications. In connection with this
review, we discovered certain deficiencies in some of the
applications and in their assignments to us. We determined that all
of the applications had been abandoned. Based on this review, we
decided to refile three of our applications with the U.S. Patent
and Trademark Office, which we did in May 2020. It is our belief
that the three newly filed patent applications cover and/or
disclose the same subject matter as we disclosed in the five
original patent applications. In this case, our rights may be
subject to any intervening patent applications made after the dates
of the original applications. In the lawsuit, we are alleging that
Mr. Page was aware of the abandonments when he assigned the patents
to RocketFuel Blockchain Company (“RBC”), a private corporation
that he controlled, and that he failed to disclose to us the
abandonments when we acquired RBC in exchange for shares of our
Common Stock. Mr. Page has filed an answer denying our clams and
has asserted cross- and counterclaims against us and several of our
shareholders alleging breach of contract and fraud. In September
2021, Mr. Page voluntarily dismissed without prejudice all of the
counterclaims against the shareholders.
On
June 7, 2022 we entered into a definitive settlement agreement with
Mr. Page, pursuant to which the parties to the lawsuit and a
related suit brought by Mr. Page against our counsel agreed to
dismiss the lawsuits with prejudice and to provide each other with
a general release and covenant not to sue.
Pursuant
to the settlement agreement, Mr. Page agreed to return to us
3,600,394 shares of our common stock, which will be cancelled and
returned to our treasury. As a result, our outstanding shares of
common stock will be reduced by approximately 11.3
percent.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Dated:
June 13, 2022 |
RocketFuel
Blockchain, Inc. |
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By: |
/s/
Bennett J. Yankowitz |
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Bennett
J. Yankowitz |
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|
Chief
Financial Officer |
RocketFuel Blockchain (QB) (USOTC:RKFL)
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