Stockholders’ Equity (Deficit) | 9. Stockholders’ Equity (Deficit) On January 9, 2020, we sold 10,000 shares of our common stock to a private investor, resulting in cash proceeds of $ 10,000 . On February 13, 2020, we sold 11,250 shares of our common stock to a private investor, resulting in cash proceeds of $ 11,250 . On April 29, 2020, we entered into a subscription agreement with a private investor for the purchase of 478,750 shares of our common stock, at a purchase price of $ 1.00 per share, resulting in cash proceeds of $ 478,750 . All these transactions were part of a private placement of 500,000 shares of common stock. We paid a placement fee of $ 50,000 in connection with these transactions in the three months ended December 31, 2020. On August 24, 2020, we issued 150,000 162,000 1.08 On May 1, 2020, we issued a warrant to purchase 1,500,000 shares of common stock at $ 1.00 per share (the “First Warrant”). The warrant was to expire on April 30, 2021 . We also agreed that upon the full and timely exercise of the First Warrant, it would issue a second warrant for an additional 1,500,000 shares of common stock at a purchase price of $ 1.50 per share having a term of 12 months from the date of issue (the “Second Warrant”). The First Warrant was transferred to an affiliate of the original holder in November 2020. During the three-month period ended March 31, 2021, the warrant holder exercised warrants from the First Warrant to purchase 1,100,000 shares of our common stock of which (i) 1,000,000 shares of our common stock were issued in consideration of gross proceeds of $ 1,000,000 prior to March 31, 2021; and (ii) 100,000 shares of our common stock, for which we received notice of exercise on March 31, 2021, were issued in April 2021 in consideration of gross proceeds of $ 100,000 . Additionally, the warrant holder exercised the First Warrant for the remaining 400,000 shares of our common stock in April 2021 in consideration of gross proceeds of $ 400,000 . On April 26, 2021, we issued the Second Warrant to the holder. On August 6, 2021, we agreed to amend the terms of the Second Warrant to increase the number of shares purchasable to 2,250,000 and to reduce the exercise price to $ 1.00 per share. In the nine months ended December 31, 2021, the warrant holder exercised warrants from the Second Warrant to purchase 300,000 shares of our common stock at an exercise price of $ 1.00 per share. At December 31, 2021, there are 1,950,000 Second Warrants outstanding and exercisable. On October 11, 2021, we 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 instalments, 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. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) On March 31, 2021, we entered into a contract with one customer having a one-year term from the date of execution that provided for (1) the payment of $ 10,000 in connection with the implementation of our blockchain technology and (2) the issuance of 10,000 shares of our common stock valued at $ 1.00 per share in consideration of being an early adopter of our blockchain technology. On August 4, 2021, we issued such 10,000 shares of our common stock to the customer. On October 6, 2021, we issued 10,000 From January 1, 2018 through December 31, 2021, we granted stock options under our 2018 Stock Incentive Plan, as amended, to issue up to an aggregate of 5,600,595 1.08 On February 15, 2021, we issued a warrant to purchase 265,982 1.00 All of these transactions were exempt from registration under the Securities Act of 1933 pursuant to Regulations D or S, or Rule 701, thereunder. On November 4, 2021, we completed a public offering (the “Offering”) of 6,666,667 0.001 6,666,667 0.75 0.75 five and one-half years On November 1, 2021, in connection with the Offering, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors. The Purchase Agreement sets forth the economic terms set forth above and contains customary representations and warranties of the Company, as well as certain indemnification obligations of the Company and ongoing covenants for the Company. In addition, under the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company’s (or its subsidiaries’) Common Stock or common stock equivalents for a period of 90 days from the closing of the Offering, other than certain exempt issuances. Additionally, the Company has also agreed for a period of two years following the closing date of the Offering not to (i) issue or agree to issue equity or debt securities convertible into, or exercisable or exchangeable for, Common Stock at a conversion price, exercise price or exchange price which floats with the trading price of our Common Stock or which may be adjusted after issuance upon the occurrence of certain events or (ii) enter into any agreement, including an equity line of credit, whereby the Company may issue securities at a future-determined price. This agreement does not apply to the offer, issuance or sale by the Company of Common Stock pursuant to an at-the-market offering facility the Company may enter with the placement agent of the Offering following expiration of the 90-day lock-up period. The net proceeds to the Company from the Offering, after deducting placement agent’s fees and other Offering expenses, and excluding the proceeds, if any, from the exercise of the Common Warrants, are approximately $ 4.37 In connection with the Offering, pursuant to an engagement letter (the “Engagement Letter”) dated as of July 9, 2021, as amended on September 20, 2021 and on October 28, 2021 between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), the Company paid Wainwright (i) a total cash fee equal to 8.0 75,000 533,333 8.0 five years 125 0.9375 As of December 31, 2021, and March 31, 2021, we had 31,975,083 24,438,416 Warrants: The following is a summary of warrants for the nine months ended December 31, 2021: Summary of Warrants Warrants Weighted Average Outstanding at March 31, 2021 1,565,982 $ 1.00 1.65 Issued 9,950,000 0.75 1.00 Exercised (850,000 ) 1.00 1.65 Canceled - - Expired - - Outstanding and exercisable at December 31, 2021 10,665,982 $ 0.84 Weighted average remaining contractual term (years) 4.37 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) |