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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2020, RocketFuel Blockchain, Inc. (the “Company”) entered into a subscription agreement with Investorlisten ApS, a private investor located in Denmark, for the purchase of 478,750 shares of the Company’s common stock, at a purchase price of $1.00 per share, resulting in cash proceeds of $478,750. This transaction was a part of a private placement of 500,000 shares of common stock. On January 9, 2020, as reported in the Company’s Quartely Report on Form 10-Q for the quarter ended December 31, 2019, the Company sold 10,000 shares of its common stock to a private investor, resulting in cash proceeds of $10,000. On February 13, 2020, the Company sold 11,250 shares of its common stock to a private investor, resulting in cash proceeds of $11,250. The Company has paid to an investment consultant in Denmark a placement fee of $50,000 in connection with these transactions.
On May 1, 2020, the Company issued a warrant to purchase 1,500,000 shares of Common Stock at $1.00 per share to Investorlisten ApS. The warrant expires on April 30, 2021. The Company also agreed that upon the full and timely exercise of this warrant, it would issue a second warrant to Investorlisten ApS for an additional 1,500,000 shares of common stock at a purchase price of $1.50 per share; this second warrant will have a term of 12 months from the date of issue.
All of these transactions were exempt from registration under the Securities Act of 1933 pursuant to Regulation S thereunder.
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 5, 2020 | RocketFuel Blockchain, Inc. | |
| By: | /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | ||
| Chief Financial Officer | ||