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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
September 19, 2022
Date
of report (date of earliest event reported)
RocketFuel Blockchain, Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
Commission
File No.
033-17773-NY |
|
90-1188745 |
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
201 Spear Street,
Suite 1100,
San Francisco,
CA
94105
(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) |
|
Name
of each exchange on which registered |
None |
|
None |
|
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
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.
Item
3.02. Unregistered Sales of Equity Securities.
As
described above in Item 1.01, which disclosures are incorporated by
reference in this Item 3.02 in their entirety, on September 19,
2022, we sold to four private investors 3,389,831 shares of Common
Stock and Warrants to purchase 1,694,915 shares of Common Stock. We
also entered into agreements with the investors for the issuance of
3,389,831 Tokens when such tokens are created.
We
claim an exemption from registration for the issuance of the Common
Stock, the Warrants, the shares of our common stock issuable upon
exercise of the Warrants and the Tokens pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”)
and/or Rule 506(b) of Regulation D thereunder, since the foregoing
issuances did not involve a public offering, the recipients were
(i) “accredited investors”; and/or (ii) had access to similar
documentation and information as would be required in a
Registration Statement under the Securities Act, and the recipients
represented that they acquired the securities for investment only
and not with a view towards, or for resale in connection with, the
public sale or distribution thereof. The securities were offered
without any general solicitation by us or our representatives. No
underwriters or agents were involved in the foregoing issuances and
we paid no underwriting discounts or commissions; provided however
that we did pay certain consulting fees in connection with these
transactions consisting of $70,000 in cash and 338,983 restricted
shares of our common stock. The securities sold are subject to
transfer restrictions, and the certificates evidencing the
securities contain an appropriate legend stating that such
securities have not been registered under the Securities Act and
may not be offered or sold absent registration or pursuant to an
exemption therefrom.
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.
Dated:
September 23, 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 |
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