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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
January 13, 2023
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
January 13, 2023, RocketFuel Blockchain Inc. (the “Company”)
completed a private placement (the “Offering”) of $150,000
principal amount of its secured convertible promissory notes (the
“Notes”). The purchase price was $150,000. There were three
purchasers, including Gert Funk, the Company’s Chairman, and Peter
M. Jensen, the Company’s Chief Executive Officer and a member of
its Board of Directors. The third purchaser was a private investor.
Each investor purchased a Note for $50,000.
The
Notes bear interest at 10% per annum and mature on July 13, 2023
(the “Maturity Date”). The Notes may be prepaid by the Company at
any time. If the Company shall prepay the entire outstanding
principal amount of a Note on or before April 13, 2023, then there
is no prepayment premium. If the Company shall prepay the entire
outstanding principal amount of a Note between April 14, 2023 and
the Maturity Date, then it shall also pay accrued interest on such
principal amount in an amount equal to 50% of such principal
amount. If the Company shall repay the outstanding principal amount
of a Note on or after the Maturity Date, then it shall also pay
accrued interest on such principal amount in an amount equal to
100% of such principal amount.
The
Notes are convertible into shares of the Company’s Series A
Preferred Stock (“Series A Preferred”) at a conversion price equal
to (a) the outstanding principal amount of, plus all accrued
interest on, the Note divided by (b) $0.2065. The conversion price
is subject to adjustment for certain stock splits,
recapitalizations and other similar events. The Notes are secured
by a security interest in all of the Company’s assets.
Up to
1,000,000 shares of Series A Preferred were approved by the Board.
The Series A Preferred has a 200% liquidation preference over the
common stock and any other future series of preferred stock,
payable in the event of a liquidation or merger of the Company. In
such event, the holders of the Series A Preferred will be entitled
to a priority distribution equal to 200% of the deemed issue price
of $0.2065 per share, (i.e., $0.4130 per share). The Series
A Preferred is convertible at the option of the stockholder into
shares of common stock at a conversion price of $0.2065 per share,
subject to adjustment for certain stock splits, recapitalizations
and other similar events.
On
January 13, 2023, in connection with the Offering, the Company
entered into a Convertible Notes Subscription Agreement (the
“Subscription Agreement”) with three investors. The Subscription
Agreement sets forth the economic terms set forth above.
The
Company intends to use the $150,000 net proceeds of the Offering
for general corporate purposes and to fund ongoing operations and
expansion of its business.
The
form of Subscription Agreement, the Certificate of Designation for
the Series A Preferred and the form of Note are filed as Exhibits
10.1, 3.1, and 4.1, 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
Subscription 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 Subscription 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 Subscription
Agreement, and this subsequent information may or may not be fully
reflected in the Company’s public disclosures.
The Notes, the shares of Series A Preferred to be issued upon
conversion of the Notes and the shares of common stock to be issued
upon conversion of the Series A Preferred sold in the private
placement and to be issued 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.
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
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
As
described above in Item 1.01, which disclosures are incorporated by
reference in this Item 3.03 in their entirety, on January 13, 2023,
we sold to three private investors $150,000 principal amount of
Notes.
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 January 13, 2023,
we sold to three private investors $150,000 principal amount of
Notes.
We
claim an exemption from registration for the issuance of the Notes,
the shares of Series A Preferred issuable upon conversion of the
Notes and the shares of common stock issuable upon conversion of
the Series A Preferred pursuant to Section 4(a)(2) of 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. 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:
January 19, 2023 |
RocketFuel
Blockchain, Inc. |
|
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By: |
/s/
Bennett J. Yankowitz |
|
|
Bennett
J. Yankowitz |
|
|
Chief
Financial Officer |
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