Stockholders’ Equity (Deficit) | 9. Stockholders’ Equity (Deficit) On January 9, 2020, we sold 10,000 10,000 11,250 11,250 478,750 1.00 478,750 500,000 50,000 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 1.00 April 30, 2021 1,500,000 1.50 12 1,100,000 1,000,000 1,000,000 100,000 100,000 400,000 400,000 2,250,000 1.00 300,000 1.00 1,950,000 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 $ 1,000,000 500,000 1.00 1.65 80 1,300,000 800,000 1.00 1.65 80 50,000 82,500 1.65 1,250,000 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 10,000 shares of stock issued in October 2021 for $ 10,000 and are carrying those shares as treasury stock. ROCKETFUEL BLOCKCHAIN, INC. From January 1, 2018 through March 31, 2022, we granted stock options under our 2018 Stock Incentive Plan, as amended, to issue up to an aggregate of 5,606,013 0.33 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 March 31, 2022, and 2021, we had 31,965,083 24,438,416 Warrants: The following is a summary of warrants for the years ended March 31, 2022 and 2021: Summary of Warrants Warrants Weighted Average Outstanding at April 1, 2020 - $ - Issued 2,565,982 1.00 1.65 Exercised (1,000,000 ) 1.00 Canceled - - Expired - - Outstanding at March 31, 2021 1,565,982 1.00 1.65 Issued 9,950,000 0.75 to 1.00 Exercised (850,000 ) 1.00 to 1.65 Canceled - - Expired - - Outstanding and exercisable at March 31, 2022 10,665,982 $ 0.84 Weighted average remaining contractual term (years) 4.11 ROCKETFUEL BLOCKCHAIN, INC. |