UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
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EXPLANATORY NOTE
Item 1.01 Entry into a Material Definitive Agreement.
On September 28, 2023, RocketFuel Blockchain Company, Inc. (the “Company” or “we”) received from JE Pitzner Holding ApS, a private company incorporated in Denmark (“JEPH”), an executed subscription agreement to purchase 2,000,000 shares of our common stock at a cash purchase price of $0.25 per share. On October 5, 2023, JEPH notified us of its desire to cancel the subscription agreement. We have taken the position that the subscription agreement is not subject to cancellation and that JEPH remains obligated to complete the purchase. Subsequent to October 5, 2023, representatives of the Company and JEPH have had several discussions concerning the status of the subscription. As of the date of this Report, we are continuing to have discussions with JEPH, and have not determined whether to pursue legal action.
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 September 28, 2023 we received a subscription agreement to purchase 2,000,000 shares of our common stock for a cash purchase price of $0.25 per share. As of the date of this Report, the purchase price has not been received and the shares have not been issued.
We claim an exemption from registration for the issuance of the shares pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder, since the foregoing issuances did not involve a public offering and the recipient is an “accredited investor.” The securities were offered without any general solicitation by us or our representatives. 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.
| Exhibit Number | Description | |
| 10.1 | Subscription Agreement between the Company and JE Pitzner Holding ApS.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Registrant on October 30, 2023. |
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: November 3, 2023 | RocketFuel Blockchain, Inc. | |
| By: | /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | ||
| Chief Financial Officer | ||