Current Report Filing (8-k)
13 June 2022 - 11:20PM
Edgar (US Regulatory)
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2022-06-07
2022-06-07
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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
June
7, 2022
Date
of report (date of earliest event reported)
RocketFuel
Blockchain, Inc.
(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.) |
3651
Lindell Road, Suite D565, Las Vegas, NV, 89103
(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) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
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|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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
1.01 Entry into a Material Definitive Agreement.
On
October 8, 2020, we filed a lawsuit in the U.S. District Court for the Central District of California against Joseph Page, our former
director and chief technology officer. On January 13, 2021, the case was transferred to the U.S. District Court for the District of Nevada,
Las Vegas Division. The causes of action included securities fraud under Federal and California law; fraud, breach of fiduciary duty,
negligent misrepresentation and unjust enrichment under California law; and violation of California Business and Professions Code §17200
et seq.
We
sought injunctive and declaratory relief as well as damages of at least $5.1 million. On May 29, 2019, Mr. Page resigned from our board.
After his resignation, we retained independent patent counsel to review our patent applications. In connection with this review, we discovered
certain deficiencies in some of the applications and in their assignments to us. We determined that all of the applications had been
abandoned. Based on this review, we decided to refile three of our applications with the U.S. Patent and Trademark Office, which we did
in May 2020. It is our belief that the three newly filed patent applications cover and/or disclose the same subject matter as we disclosed
in the five original patent applications. In this case, our rights may be subject to any intervening patent applications made after the
dates of the original applications. In the lawsuit, we are alleging that Mr. Page was aware of the abandonments when he assigned the
patents to RocketFuel Blockchain Company (“RBC”), a private corporation that he controlled, and that he failed to disclose
to us the abandonments when we acquired RBC in exchange for shares of our Common Stock. Mr. Page has filed an answer denying our clams
and has asserted cross- and counterclaims against us and several of our shareholders alleging breach of contract and fraud. In September
2021, Mr. Page voluntarily dismissed without prejudice all of the counterclaims against the shareholders.
On
June 7, 2022 we entered into a definitive settlement agreement with Mr. Page, pursuant to which the parties to the lawsuit and a related
suit brought by Mr. Page against our counsel agreed to dismiss the lawsuits with prejudice and to provide each other with a general release
and covenant not to sue.
Pursuant
to the settlement agreement, Mr. Page agreed to return to us 3,600,394 shares of our common stock, which will be cancelled and returned
to our treasury. As a result, our outstanding shares of common stock will be reduced by approximately 11.3 percent.
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:
June 13, 2022 |
RocketFuel
Blockchain, Inc. |
|
|
|
By: |
/s/
Bennett J. Yankowitz |
|
|
Bennett
J. Yankowitz |
|
|
Chief
Financial Officer |
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