UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
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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 October 11, 2021, RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”) and Triton Funds, LP, a Delaware limited partnership (“Triton”), an unrelated third party, entered into an amendment to the Common Stock Purchase Agreement (the “CSPA”) dated February 25, 2021. Under the CSPA, Triton agreed to invest up to $1,000,000 in the Company through purchases of common stock during the commitment period (which runs through December 31, 2022). During the commitment period, the Company may, in its sole discretion, deliver purchase notices to Triton stating the dollar amount of shares which the Company intends to sell to Triton, not to exceed $500,000 per purchase notice. The amount to be funded under a purchase notice under the CSPA, as amended, is the number of shares of common stock to be purchased multiplied by the greater of (i) $1.00 (changed from $1.65) or (ii) eighty percent (80%) of the lowest closing price of the common stock within fifteen business days prior to the closing date for the purchase. The closing date for each purchase is five business days following the date of the corresponding purchase notice.
In connection with the amendment to the CSPA, the Company also amended the warrants issued to Triton. As amended the warrants are to purchase, in one or more installments, 1,300,000 shares (increased from 800,000 under the CSPA) of the Company’s common stock (the “Warrants”) at an exercise price equal to the greater of (i) $1.00 per share (changed from $1.65) and (ii) eighty percent (80%) of the average closing price of the common stock over the 90-calendar day period preceding the Warrant exercise date, subject to adjustments. The Warrants terminate on February 25, 2026.
On May 5, 2021, Triton exercised 50,000 Warrants for an aggregate purchase price of $82,500 ($1.65 per share). After the amendment, 1,250,000 Warrants remain unexercised.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 10.1.
Item 3.02 Unregistered Sale of Equity Securities.
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Warrants were sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of Triton. There were no sales commissions paid pursuant to this transaction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number | Description | |
10.1 | Amendment to Common Stock Purchase Agreement and Warrant dated October 11, 2021 between the Company and Triton Funds LP. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 14, 2021 | RocketFuel Blockchain, Inc. | |
By: | /s/ Bennett J. Yankowitz | |
Bennett J. Yankowitz | ||
Chief Financial Officer |
Exhibit 10.1
201 Spear Street, Suite 1100
San Francisco, CA 94105
October 11, 2021
Triton Funds LP
San Diego, California
Re: | Amendment to Common Stock Purchase Agreement and Warrant |
Ladies and Gentlemen:
This letter amends the Common Stock Purchase Agreement dated as of February 25, 2021, between Triton Funds LP and RocketFuel Blockchain, Inc. (the “CSPA”) and the Common Stock Purchase Warrant dated as of February 25, 2021, between Triton Funds LP and RocketFuel Blockchain, Inc. (the “Warrant”), as follows:
1. The definition of “Investment Amount” in Article I of the CSPA is amended to read as follows:
“Investment Amount” shall mean the Securities in a Purchase Notice multiplied by the greater of $1.00 or eighty percent (80%) of the lowest closing price of the common stock within fifteen Business Days prior to the Closing; not to exceed $500,000 per Purchase Notice.
2. The Warrant is amended to provide that the number of Warrant Shares shall be increased from 800,000 to 1,300,000. For avoidance of doubt, the parties acknowledge that the Warrant has previously been exercised with respect to 50,000 shares and that 1,250,000 shares remain available for exercise under the Warrant.
3. The second paragraph of the Warrant is amended to read as follows:
“Capitalized terms used in this Warrant shall have the meanings set forth in the Agreement unless otherwise defined in the body of this Warrant or in Section 14 below. For purposes of this Warrant, the term “Exercise Price” shall mean with respect to any Exercise Date the greater of (i) $1.00 per share and (ii) eighty percent (80%) of the average closing price of the Common Stock over the 90-calendar day period preceding the Exercise Date, subject to adjustment as provided herein (including but not limited to cashless exercise, if permitted under the terms of this Warrant), and the term “Exercise Period” shall mean the period commencing on Issuance Date and ending on 5:00 p.m. eastern time on the five-year anniversary of such date.”
Except as set forth above, all provisions of the CSPA and the Warrant remain in full force and effect.
Please indicate your acceptance of the foregoing by executing a copy of this letter and returning it to us.
Sincerely, | |
RocketFuel Blockchain, Inc. | |
/s/ Bennett J. Yankowitz | |
Bennett J. Yankowitz, CFO |
Agreed to and accepted: | |
Triton Funds LP | |
/s/ Ashkan Mapar | |
Ashkan Mapar |
Cover |
Oct. 11, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 11, 2021 |
Entity File Number | 033-17773-NY |
Entity Registrant Name | RocketFuel Blockchain, Inc. |
Entity Central Index Key | 0000823546 |
Entity Tax Identification Number | 90-1188745 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 201 Spear Street |
Entity Address, Address Line Two | Suite 1100 |
Entity Address, City or Town | San Francisco |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94105 |
City Area Code | (424) |
Local Phone Number | 256-8560 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
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