ROCKETFUEL BLOCKCHAIN, INC. : Entering into a material definitive agreement, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for a registrant, unregistered sale of shares, financial statements and exhibits (Form 8-K)

Clause 1.01 Entering into a substantial final 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 to us a loan, evidenced by promissory notes in the principal amount of $144,760 (the “Note”). A one-time interest charge of 12% ($17,371) was incurred on the issuance date, resulting in net loan proceeds to us of $125,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, must be paid in nine payments each of $18,014 .58 (a total repayment to the lender of USD 162,131.00). The first payment is due on 30 June 2023 with eight subsequent payments each month thereafter. The loan closed on 15 May 2023.

The Company has the right to prepay the Note at any time without charge.

Upon the occurrence and during the continuance of any event of default, the Note shall immediately become due and payable and we shall be obligated to pay 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 Bond to the date of payment plus (y) any default interest at the rate of 22% per annum on the amounts mentioned in clauses (w) and/or (x) plus (z) any amount which was owed to the holder pursuant to the conversion rights mentioned below.

Upon default, the lender may, at 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 conversion date. We agreed to reserve a number of shares of our ordinary shares corresponding to 4.5 times the number of ordinary shares that can be issued upon conversion of the Note at any time.

The note provides for standard and customary events of default, such as failure to make payments under the note when due, the company’s failure to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and failure to maintain a listing on the OTC markets. The interest on the Note increases to 22% in the event of default. The memorandum also contains the usual positive and negative conditions. The Note includes penalties and damages payable to the Lender in the event that we do not comply with the terms of the Note, including in the event that we do not issue shares to the Lender upon conversion of the Note within the time periods specified. therein. In addition, upon the occurrence of certain defaults, as described in the note, we are required to pay the lender liquidity compensation in addition to the amount owed under the note.

The bond cannot at any time be converted into shares in our ordinary shares if such a conversion would result in the lender and its affiliated companies owning a total sum of more than 4.99% of the then outstanding shares in our ordinary shares.

In the event that the Note is not repaid and the Lender declares default, our stockholders may suffer significant dilution if, and to the extent, the balance of the Note is converted into common stock.

The description of the note and security purchase agreement above is not complete and is qualified in its entirety by the full text of the note and security purchase agreement, filed herewith as Exhibits 10.2 and 10.1, respectively, which is incorporated by reference in this Section 1.01 .

Section 2.03 Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for a registrant.

The information stated in section 1.01 of this current report on Form 8-K relating to the warrant is incorporated by reference in its entirety in this section 2.03.

Item 3.02 Unregistered sale of shares.

As described above in Section 1.01, which is incorporated by reference in this Section 3.02 in its entirety, on May 11, 2023 we issued to 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 on our common stock, as described in more detail above.

We are seeking 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 Rule D thereunder, since the foregoing issuances did not involve a public offering, the recipients were (i) “accredited investors”; and/or (ii) had access to corresponding documentation and information that would be required in a registration statement in accordance with the Securities Act, and the recipients expressed that they acquired the securities only for investment and not with a view to or for resale in connection with public sales 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 underwriter discounts or commissions. The securities sold are subject to transfer restrictions and the certificates evidencing the securities contain an appropriate statement that such securities are not registered under the Securities Act and may not be offered or sold without registration or pursuant to an exemption therefrom.

Item 9.01 Annual accounts and exhibitions

(d) Exhibits.



Exhibit
Number    Description

 10.1       Securities Purchase Agreement between 1800 Diagonal Lending LLC and
          RocketFuel Blockchain, Inc., dated as of May 11, 2023
 10.2       $144,760 Promissory Note between 1800 Diagonal Lending LLC and
          RocketFuel Blockchain, Inc., dated May 11, 2023
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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