UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

~~January~~February 515, 2024

Date of report (date of earliest event reported)

RocketFuel Blockchain, Inc. ~~(Exact Name of Registrant as Specified in Charter)~~

(Exact Name of Registrant as Specified in Charter)

Nevada

Commission File No. 033-17773-NY

90-1188745

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

201 Spear Street, Suite 1100, San Francisco, CA 94105 (Address of Principal Executive Offices)

(Address of Principal Executive Offices)

(424) 256-8560

(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~Disclosure

~~1800~~In ~~Diagonal~~accordance ~~Lending~~with ~~Loans~~Regulation FD, RocketFuel Blockchain, Inc. (the “Company”) is furnishing a letter we sent to our shareholders on February 15, 2024. The information contained in the letter is summary information that is intended to be considered in the context of our Securities and Exchange Commission (“SEC”) filings and other public announcements that we may make, by press release or otherwise, from time to time. The letter does not provide information concerning our financial condition with respect to any period subsequent to the fiscal quarter ended June 30, 2024. To the extent that estimates or targets have been provided concerning subsequent quarters or years, these reflect statements that have previously been made in our securities filings. We undertake no duty or obligation to publicly update or revise the information contained in this presentation, although we may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

OnItem 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 a loan to us, evidenced by a promissory note in the principal amount of $144,760 (the “First Note”)8.01 AOther ~~one-time interest charge of 12% ($17,371) was applied on the issuance date, resulting in net loan proceeds to us of $125,000~~Events. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments each in the amount of $18,014.58 (a total payback to the Lender of $162,131.00). We have made a total of six such payments; the seventh installment was due no later than January 3, 2024. We have the right to prepay the First Note at any time without premium of penalty.

OnIn ~~October~~January 302022, ~~2023,~~the weCompany ~~entered~~terminated ~~into~~its aagreement ~~second~~with ~~Securities~~Scarola ~~Purchase~~Schaffzib ~~Agreement~~Zubatov ~~with~~PLLC (“SSZ”), which the ~~Lender,~~Company ~~pursuant~~had retained to ~~which~~represent ~~the~~it ~~Lender~~in ~~made~~certain alitigation. ~~second loan~~The toreason ~~us,~~for ~~evidenced~~the bytermination awas ~~promissory~~that ~~note~~the inCompany ~~the~~believed ~~principal~~that ~~amount~~SSZ ofhad ~~$62,387~~overcharged for legal services provided.50 ~~(the~~Subsequent ~~“Second~~to ~~Note”;~~the ~~together~~termination, ~~with~~SSZ sent the ~~First Note~~Company additional invoices, to which the ~~“Notes”)~~Company also objected. AIn ~~one-time~~August 2022 ~~interest~~SZZ ~~charge~~filed ofa ~~12%~~lawsuit ~~($12,387.50)~~in ~~was~~the ~~applied~~Supreme onCourt of the ~~issuance~~State ~~date~~of New York, ~~resulting~~County inof ~~net~~New ~~loan proceeds~~York, toclaiming usit ofwas owed approximately $50120,000 in legal fees. ~~Accrued,~~The ~~unpaid~~Company ~~interest~~disputed ~~and~~that ~~outstanding~~this ~~principal~~amount was owed, ~~subject~~and tocontended ~~adjustment,~~that isa ~~required~~portion toof bethe legal fees previously paid inshould ~~nine~~be ~~payments~~refunded. ~~each~~On inJuly 11, 2023 the ~~amount~~Court granted SSZ’s motion for summary judgement on its account stated cause of ~~$7,694~~action and denied the Company’s cross-motion for an adjournment of the motion pending discovery.45 (On February 15, 2024, the Company entered into a settlement ~~total~~and ~~payback~~release agreement with SSZ pursuant to which the ~~Lender~~Company ofpaid SSZ $69 110,~~250~~442.~~25).~~17 Wein ~~have~~full ~~made~~settlement ~~one~~of ~~such~~the ~~payment,~~lawsuit. ~~with~~This amount ~~the~~was ~~second installment~~in ~~due~~addition noto ~~later~~a ~~than~~partial ~~January~~payment 15of $40,142 made in January 2024. WeThe ~~have~~parties ~~the~~also ~~right~~executed tomutual ~~prepay~~general ~~the~~releases ~~Second~~and ~~Note~~agreed to atdismiss ~~any~~the ~~time~~lawsuit ~~without~~within ~~premium~~five ofbusiness ~~penalty~~days.

Upon the occurrence and during the continuation of any Event of Default, the Notes shall become immediately due and payable and we will be obligated to pay to 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 Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to the conversion rights referred to below.

Following a default, the Lender may in its option, convert the outstanding principal and interest on the Notes 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 date of conversion. We agreed to reserve a number of shares of our common stock equal to 4.5 times the number of shares of common stock which may be issuable upon conversion of the Notes at all times.

Modification of 1800 Diagonal Lending Loans

On January 5, 2024, we agreed with the Lender to consolidate the two loans into a single loan in the principal amount of $115,599.40, payable in 9 monthly installments of $12,000, commencing January 31, 2024, with a final payment of $7,599.40 due on October 31, 2024. The payments received will be applied first to interest and principal on the First Note and second to interest and principal on the Second Note.

The Lender agreed to waive the default under the Notes with respect to our filing obligations pursuant to the Securities Act of 1934, as amended; provided, that the payments on the consolidated loan are timely received and the Company uses commercially reasonable efforts to maintains a current status with the OTCMarkets (Pink Current Information).

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 May 11, 2023, we issued to the Lender the First Note in the principal amount of $144,760 and the Second Note in the principal amount of $62,387.50.

We claim an exemption from registration for the issuance of the Notes and any 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 Regulation D thereunder, since the foregoing issuances did not involve a public offering, the recipients were (i) “accredited investors”; and/or (ii) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the recipients represented that they acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale 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 underwriting discounts or commissions. 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
Exhibit
10.1		Securities Purchase Agreement between 1800 Diagonal Lending LLC and RocketFuel Blockchain, Inc., dated as of May 11, 2023*
Number		Description
10.2		$144,760 Promissory Note between 1800 Diagonal Lending LLC and RocketFuel Blockchain, Inc., dated May 11, 2023**
99.1		Shareholder Letter
10.3		Securities Purchase Agreement between 1800 Diagonal Lending LLC and RocketFuel Blockchain, Inc., dated as of October 30, 2023
10.4		$62,387.50 Promissory Note between 1800 Diagonal Lending LLC and RocketFuel Blockchain, Inc., dated October 30, 2023
10.5		Letter dated January 5, 2024 from 1800 Diagonal Lending LLC re consolidation of loan and waiver of default.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 18, 2023.
**	Incorporated by reference to Exhibit 10.2 to Form 8-K filed May 18, 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: January 10, 2024	RocketFuel Blockchain, Inc.
Dated: February 20, 2024	RocketFuel Blockchain, Inc.
	By:	/s/ Bennett J. Yankowitz
		Bennett J. Yankowitz
		Chief Financial Officer

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