Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On June 11, 2024, RocketFuel Blockchain, Inc. ("we" or the "Company") issued to a private investor a convertible note in the face amount of $250,000. In exchange the investor paid us $250,000 in cash. The note does not bear interest and matures on June 11, 2025. Principal of the note is due and payable at maturity and is convertible at any time in whole or in part into shares of our Series C Convertible Stock ("Series C Preferred") at a conversion price of $0.80 per share (the "Conversion Price"). We may redeem the note at any time by paying the note holder the principal amount plus accrued and unpaid interest.

Upon (a) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (b) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, Conversion or exchange of outstanding shares of Series C Preferred solely into shares of Series C Preferred) (each of items (a) and (b) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem the Note in cash for its then unpaid principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Series C Preferred immediately prior to such Sale Event at the Conversion Price.

In case of any Sale Event in connection with which the note is not redeemed or converted, we shall cause effective provision to be made so that the holder of the note shall have the right thereafter, by converting the note, to purchase or convert the note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Series C Preferred that could have been purchased upon exercise of the note and at the Conversion Price. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Series C Preferred is other than cash, the value shall be as determined by our Board of Directors or successor person or entity acting in good faith.

The Series C Preferred has a 100% liquidation preference over the common stock, payable in the event of a liquidation or merger of us, and ranks pari pasu with our Series A, Series B-1 and Series B-2 Preferred Stock. The Series C Preferred is convertible at the option of the stockholder into shares of common stock at a conversion price of $0.80 per share, subject to adjustment for certain stock splits, recapitalizations and other similar events.

The form of convertible note and the Certificates of Designation for the Series C Preferred are filed as Exhibits 10.1 and 3.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

The representations, warranties and covenants contained in the Subscription Agreements were made only for purposes of such agreements 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 contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Subscription Agreements. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Subscription Agreements, and this subsequent information may or may not be fully reflected in the Company's public disclosures.

The note, the shares of Series C Preferred to be issued upon conversion of the note and the shares of common stock issuable upon conversion of the Series C Preferred have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other applicable jurisdiction's securities laws, 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 jurisdiction's 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 unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.