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.

On 13 January 2023, RocketFuel Blockchain Inc. (the “Company”) completed a private placement (the “Offer”) of $150,000 the principal amount of its secured convertible promissory notes (the “Notes”). The purchase price was $150,000. There were three buyers, i.a Gert Funkthe company’s chairman, and Peter M. Jensen, the company’s CEO and a member of its board of directors. The third buyer was a private investor. Each investor purchased a Note for $50,000.

The certificates have an interest rate of 10% per annum and it matures 13 July 2023 (the “Due Date”). The notes can be prepaid by the company at any time. If the Company is to prepay the entire outstanding principal amount of a Note on or before 13 April 2023, then there is no prepayment premium. If the Company is to prepay the entire outstanding principal of a Note between 14 April 2023
and the Maturity Date, it must also pay accrued interest on such principal with an amount corresponding to 50% of the principal. If the Company shall repay the outstanding principal amount of a Note on or after the Maturity Date, it shall also pay accrued interest on such principal amount in an amount equal to 100% of the 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 share splits, recapitalizations and other similar events. The certificates are secured by a security in all the company’s assets.

Up to 1,000,000 shares of Series A Preferred were approved by the board. Series A Preferred has a 200% liquidation preference over common stock and all 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 assumed issue price of $0.2065 per share, (i.e. $0.4130 per share). The Series A Preferred is convertible, at the stockholder’s option, into common stock at a conversion price of $0.2065 per share, subject to adjustment for certain stock splits, recapitalizations and other similar events.

On 13 January 2023, in connection with the Offer, the company entered into a convertible bond agreement (the “Subscription Agreement”) with three investors. The Subscription Agreement sets out the financial terms set out above.

The company intends to use $150,000 the net proceeds from the Offer for general corporate purposes and to finance ongoing operations and expansion of the business.

The form of the subscription agreement, the certificate of designation for the Series A Preferred and the form of the 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 governed by, and qualified in their entirety by, such documents, which are incorporated herein by reference.

The representations, warranties and covenants in the Subscription Agreement were made solely for the purpose 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 parties, including being qualified by confidential disclosures exchanged between the parties in connection with the implementation of the subscription agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreement rather than establishing these matters as facts and may be subject to materiality standards applicable to the parties to the agreement that differ from those applicable to investors. Furthermore, information about the subject matter of the representations and warranties may change after the date of the Subscription Agreement, and such subsequent information may or may not be fully reflected in the Company’s public disclosures.

The certificates, the shares of series A preferred to be issued upon conversion of the certificates and the shares of common stock to be issued upon conversion of series A preferred sold in the private placement and to be issued, are not registered under the Securities Act of 1933, which as amended (“Securities Act”), or the securities laws of any state or other applicable jurisdiction, 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 jurisdictional 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 illegal prior to registration or qualification under the securities laws of such state or jurisdiction.

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

As described above in Section 1.01, which disclosures are incorporated by reference in this Section 3.03 in their entirety, on 13 January 2023we sold to three private investors $150,000 the principal amount of the Notes.

Item 3.02. Unregistered sale of Equality security.

As described above in Section 1.01, which disclosures are incorporated by reference in this Section 3.02 in their entirety, on 13 January 2023we sold to three private investors $150,000 the principal amount of the Notes.

We require exemption from registration for the issuance of the Certificates, the shares in Series A Preferred issued upon conversion of the Certificates and shares of common stock issued upon conversion of Series A Preferred pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 (b) in regulation D hereunder, since the preceding issues did not involve a public offer, the recipients were (i) “accredited investors”; and/or (ii) had access to corresponding documentation and information that would be required in a registration statement under 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 sale or distribution of these. 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 explanation 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
     3.1           Certificate of Designation of Series A Preferred Stock
     4.1           Form of Convertible Note
     10.1          Form of Subscription Agreement dated January 13, 2023.
     104         Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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