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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
May 11, 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):
|
☐ |
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.
1800
Diagonal Lending Loam
On
May 11, 2023, we entered into a Securities Purchase Agreement with
1800 Diagonal Lending, LLC, an accredited investor (“the Lender”),
pursuant to which the Lender made a loan to us, evidenced by
promissory note in the principal amount of $144,760 (the “Note”). A
one-time interest charge of 12% ($17,371) was applied on the
issuance date, resulting in net loan proceeds to us of $125,000.
Accrued, unpaid Interest and outstanding principal, subject to
adjustment, is required to be paid in nine payments each in the
amount of $18,014.58 (a total payback to the Lender of
$162,131.00). The first payment is due June 30, 2023 with eight
subsequent payments each month thereafter. The loan closed on May
15, 2023.
The
Company has the right to prepay the Note at any time without
premium of penalty.
Upon
the occurrence and during the continuation of any Event of Default,
the Note shall become immediately due and payable and we will be
obligated to pay to the Lender, in full satisfaction of our
obligations, an amount equal to 150% times the sum of (w) the then
outstanding principal amount of the Note plus (x) accrued and
unpaid interest on the unpaid principal amount of the Note to the
date of payment plus (y) default interest, if any, at the rate of
22% per annum on the amounts referred to in clauses (w) and/or (x)
plus (z) any amounts owed to the Holder pursuant to the conversion
rights referred to below.
Following
a default, the Lender may in its option, convert the outstanding
principal and interest on the Note into shares of our common stock
at a conversion price per share equal to 61% of the lowest daily
volume weighted average price (“VWAP”) of our common stock during
the 10 trading days prior to the date of conversion. We agreed to
reserve a number of shares of our common stock equal to 4.5 times
the number of shares of common stock which may be issuable upon
conversion of the Note at all times.
The
Note provides for standard and customary events of default such as
failing to timely make payments under the Note when due, the
failure of the Company to timely comply with the Securities
Exchange Act of 1934, as amended, reporting requirements and the
failure to maintain a listing on the OTC Markets. The interest rate
on the Note increases to 22% upon the occurrence of an event of
default. The Note also contains customary positive and negative
covenants. The Note includes penalties and damages payable to the
Lender in the event we do not comply with the terms of the Note,
including in the event we do not issue shares of common stock to
the Lender upon conversion of the Note within the time periods set
forth therein. Additionally, upon the occurrence of certain
defaults, as described in the Note, we are required to pay the
Lender liquidated damages in addition to the amount owed under the
Note.
At no
time may the Note be converted into shares of our common stock if
such conversion would result in the Lender and its affiliates
owning an aggregate of in excess of 4.99% of the then outstanding
shares of our common stock.
In
the event that the Note is not repaid and the Lender declares a
default, our shareholders may suffer significant dilution if, and
to the extent that, the balance of the Note is converted into
common stock.
The
description of the Note and Securities Purchase Agreement above is
not complete and is qualified in its entirety by the full text of
the Note and Securities Purchase Agreement, filed herewith as
Exhibits 10.2 and 10.1, respectively, which are incorporated by
reference in this Item 1.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
The
information set forth in Item 1.01 of this Current Report on Form
8-K relating to the Warrant is incorporated by reference in its
entirety into this Item 2.03.
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 May 11, 2023, we
issued the Lender the Note in the principal amount of $144,760. The
Note is convertible into our common stock at a discount to the
trading price of our common stock, as described in greater detail
above.
We
claim an exemption from registration for the issuance of the Note
and the shares of our common stock issuable upon exercise or
conversion thereof 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. 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:
May 17, 2023 |
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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